Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller and the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate, in the form attached hereto as Exhibit 7(m) F within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Distribution Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Sales Agent, the Forward Seller, any Alternative Sales Agent or any Alternative Forward Seller sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement or any Alternative Distribution Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by Placement Agent (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company Transaction Entities shall furnish ▇▇▇▇▇ Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m) E within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Placement Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Placement Agent sells any Placement SharesSecurities, the Company Transaction Entities shall provide ▇▇▇▇▇ Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller and the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate, in the form attached hereto as Exhibit 7(m) F within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Distribution Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares wishes that Securities be sold following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Sales Agent, the Forward Seller, any Alternative Sales Agent or any Alternative Forward Seller sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K under the Exchange Act containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ HCW with a certificate, in the form attached hereto as Exhibit 7(m) within three five (35) Trading Days of any Representation Date if requested by ▇▇▇▇▇HCW. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(n) and 7(o) hereof) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ HCW with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ HCW sells any Placement Shares, the Company shall provide ▇▇▇▇▇ HCW with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (i) each time the Company Company: (iA) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (iiB) files an annual report Annual Report on Form 10-K under the Exchange Act; ; (iiiC) files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (ivD) files a report Current Report on Form 8-K containing amended financial information (other than an earnings releaseEarnings Announcement to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (ii) at any other time reasonably requested by the Sales Agent (each such date of filing of one or more of the documents referred to in clauses (ii)(A) through (ivD) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m) E within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pendingpending for any Placement Agent, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Distribution Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities through any Placement Agent following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ any Placement Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Sales Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Placement Agents with a certificate, in the form attached hereto as Exhibit 7(m)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement or any Alternative Equity Distribution Agreement and: 1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; and 2) at any other time reasonably requested by the Agent (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(n) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of E on any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company Company: (i) (A) files the Prospectus relating to the Placement Shares Shares, or (B) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, stickersticker or supplement, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(mSchedule 7(l) within three five (35) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(mSection 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company and the Operating Partnership shall furnish ▇▇▇▇▇ the Agent and the Alternative Agents with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three two (32) Trading Days of any Representation Date if reasonably requested by ▇▇▇▇▇the Agent. The requirement to provide a certificate under this Section 7(m7(n) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, provided however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent and the Alternative Agents with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company and the Operating Partnership shall provide ▇▇▇▇▇ the Agent and the Alternative Agents with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of after any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date on which the first Placement Notice is delivered by the Company hereunder and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this AgreementAgreement or (B) relating to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) files a Form 6-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under Act containing interim financial statements that is incorporated by reference into the Exchange ActRegistration Statement; or (iv) files or furnishes a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Sales Agent (but in the case of clause (iv) above, only if the Sales Agent reasonably determines that the information contained in such current report on Form 6-K of the Company is material) within three (3) Trading Days after each Representation Date with a certificate, substantially in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented). The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Sales Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Sales Agent sells any Placement SharesShares pursuant thereto, the Company shall provide ▇▇▇▇▇ the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the such Placement Notice.

Representation Dates; Certificate. On or prior to Each time during the First Delivery Date and each time term of this Agreement that the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 1020-F under the Exchange Act (including any Form 20-F/A containing amended audited financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or semi-annual financial statements on Form 6-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish ▇▇▇▇▇ the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and (1) each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information statements (other than an earnings release) “furnished” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144), or financial statements required by Rule 3-14 of Regulation S-X, under the Exchange Act and (2) promptly after each reasonable request by the Agent (each date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(n) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ Agent with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Agent. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Agent with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Agent with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the a Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the a Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇CF&Co. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ CF&Co with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ CF&Co sells any Placement Shares, the Company shall provide ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company Corporation (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 1040-K under the Exchange ActF; (iii) files its quarterly reports or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date”); , the Company Corporation shall furnish ▇▇▇▇▇ the Agents with a certificatecertificates, in the form attached hereto as Exhibit 7(m) A-1 and A-2 within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Corporation files its annual report on Form 1040-K. F. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m8(n), then before the Company Corporation delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company Corporation shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time during the term of this Agreement the Company (i) files the a Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares that includes updated financial information as of the end of the Company’s most recent quarterly period or fiscal year, as applicable (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) “Quarterly 497 Filing” by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (supplement, each date of filing of one or more of the documents referred to in clauses (i) through (iv) such event shall be deemed a “Representation Date”); , each of the Company Company, the Adviser and the Administrator shall furnish ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l)(1) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇and 7(l)(2), respectively. The requirement to provide a certificate certificates under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its makes a Quarterly 497 Filing containing updated annual report on Form 10-K. audited financial statements. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior Upon commencement of the offering of Shares pursuant to the First Delivery Date and terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; Securities, including for a 10-K Filing and a 10¬Q Filing (ii) files an each date of filing the Company’s annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form shall be a “10-Q under K Representation Date”); and (ii) at any other time reasonably requested by the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act Sales Manager (each such date of filing of one or more of the documents referred to in clauses (in)(i) through (ivand any time of request pursuant to this Section 7(n) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Sales Manager with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. a Comfort Letter is required to be delivered pursuant to Section 7(p). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Sales Manager with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Sales Manager sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Sales Manager with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of a pre-effective amendment, incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Prospectus; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act; ; (iii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) each time the Company files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act, and the Placement Agent has reasonably determined that the information contained in the Form 8-K is material to a holder of Common Stock (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m) D, within three (3) Trading Days of any Representation Date if requested required by ▇▇▇▇▇the Placement Agent. The requirement to provide a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Placement Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Placement Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time during the Company term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; supplement; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing restated financial statements or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (iv) files a report Current Report on Form 8-K containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and at any other time reasonably requested by Univest (each date of filing of one or more of the documents referred to in clauses (i) through (iv) above and any other time reasonably requested by Univest shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ Univest (but in the case of clause (iv) above only if Univest reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Univest with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Univest sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Univest with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On During the term of this Agreement, on or prior to the First Delivery Date date the Company first delivers a Placement Notice hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Canaccord (but in the case of clause (iv) above only if Canaccord reasonably determines that the financial information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide a certificate under this Section 7(m7(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation DateDate following the delivery of such Placement Notice; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Canaccord with a certificate under this Section 7(m7(p), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Canaccord sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and (1) each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information statements (other than an earnings release) “furnished” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144), or financial statements required by Rule 3-14 of Regulation S-X, under the Exchange Act and (2) promptly after each reasonable request by the Agent (each date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(n) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Agent with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Agent. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Agent with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Agent with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement or any Alternative Equity Distribution Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; and (2) at any other time reasonably requested by the Agent (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(n) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m) F within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior Upon commencement of the offering of Shares pursuant to the First Delivery Date and terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; Securities, including for a 10-K Filing and a 10-Q Filing (ii) files an each date of filing the Company’s annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form shall be a “10-Q under K Representation Date”); and (ii) at any other time reasonably requested by the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act Sales Manager (each such date of filing of one or more of the documents referred to in clauses (in)(i) through (ivand any time of request pursuant to this Section 7(n) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Sales Manager with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. a Comfort Letter is required to be delivered pursuant to Section 7(p). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Sales Manager with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Sales Manager sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Sales Manager with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) each time the Company files an annual report Annual Report on Form 10-K under the Exchange Act; ; (iii) each time the Company files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (iv) each time the Company files a report Current Report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company and the Manager shall furnish ▇▇▇▇▇ the Placement Agent with a certificatecertificates, in the form attached hereto as Exhibit 7(m) E and Exhibit F, respectively, within three (3) Trading Days of any after each Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate certificates under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company and the Manager relied on such waiver and did not provide ▇▇▇▇▇ the Placement Agent with a certificate certificates under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Placement Agent sells any Placement SharesSecurities, the Company and the Manager shall provide ▇▇▇▇▇ the Placement Agent with a certificatecertificates, in the form attached hereto as Exhibit 7(m)E and Exhibit F, respectively, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company Corporation (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 20-F, Form 40-F or Form 10-K under the Exchange ActK; (iii) files its quarterly reports files, furnishes or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date”); , the Company Corporation shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) A within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Corporation files its annual report on Form 20-F, Form 40-F or Form 10-K. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m8(n), then before the Company Corporation delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company Corporation shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇CF&Co. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ CF&Co with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ CF&Co sells any Placement Shares, the Company shall provide ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and and, thereafter, each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and thereafter, during the term of this Agreement, and each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F under the Exchange Act; (iii) files its quarterly reports financial information on Form 106-Q K under the Exchange Act; or (iv) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agents (but in the case of clause (iv) above only if: (1) a Placement Notice is pending; (2) the Agents reasonably determine that the information contained in such Form 6-K is material to a holder of Common Shares; and (3) the Agents request such certificate within two Trading Days after the filing of such Form 6-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within three (3) two Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of of: (i) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date); and (ii) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agents sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report Annual Report on Form 1020-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly results of operations on Form 6-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) furnishes or files a current report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act that is incorporated by reference into the Registration Statement; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”); ) the Company shall furnish ▇▇▇▇▇ the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificatecertificate within five (5) Trading Days of each Representation Date, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇7(l), modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(m7(1) shall be waived for any Representation Date occurring at a time at which no a Placement Notice is pendingnot pending or a suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Placement Notice was not pending or a suspension was in effect and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or ▇▇▇▇▇ the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended material financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived during any Suspension and for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company revoked such Suspension or relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its or quarterly reports report on Form 10-Q under the Exchange Act; or (iviii) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Canaccord (but in the case of clause (iii) above only if Canaccord reasonably determines that the financial information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Canaccord with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Canaccord sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 40-F, Form 20-F or Form 10-K under the Exchange Act; or (iii) files its quarterly reports or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and at any time of request pursuant to (iv) above shall be a “"Representation Date”"); , the Company shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) A-1 within three five (35) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. For greater certainty, any supplement in this Section shall only include a prospectus supplement relating to the Placement Shares. The requirement to provide a certificate under this Section 7(m8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F, Form 20-F or Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m8(o), then on or before the time the Company delivers the Placement Notice or ▇▇▇▇▇ the Agents sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)A-1, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ SVB Leerink with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇SVB Leerink. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ SVB Leerink with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ SVB Leerink sells any Placement Shares, the Company shall provide ▇▇▇▇▇ SVB Leerink with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement filed after the date hereof but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three five (35) Trading Days of any Representation Date if requested by ▇▇▇▇▇Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 40-F, Form 20-F or Form 10-K under the Exchange Act; or (iii) files its quarterly reports or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and at any time of request pursuant to (iv) above shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) Schedule “D” within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. For greater certainty, any supplement in this Section shall only include a prospectus supplement relating to the Placement Shares. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F, Form 20-F or Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m8(n), then on or before the time the Company delivers the Placement Notice or ▇▇▇▇▇ the Agents sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)Schedule “D”, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K (including in an earnings release)) under the Exchange Act Act; and (2) at any other time reasonably requested by the Agents, the Forward Sellers or the Forward Purchasers (each such date of filing of one or more of the documents referred to in clauses (iSection 8(o)(1) through (ivand any time of request pursuant to this Section 8(o)(2) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Agents, the Forward Sellers and the Forward Purchasers with a certificate, in the form attached hereto as Exhibit 7(m) F, within three (3) two Trading Days of following any Representation Date if requested by ▇▇▇▇▇(except in the case of a waiver under the following sentence (a “Waiver”), in which case such certificate shall be furnished with or preceding the relevant Placement Notice). The requirement to provide a certificate under this Section 7(m8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver Waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. ). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver Waiver and did not provide ▇▇▇▇▇ the Agents, the Forward Sellers and the Forward Purchasers with a certificate under this Section 7(m8(o), then then, before the Company delivers the Placement Notice or ▇▇▇▇▇ any Agent or Forward Seller sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents, the Forward Sellers and the Forward Purchasers with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10F or 40-Q F under the Exchange Act; or (iviii) files a report on Form 86-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Form 6-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Canaccord (but in the case of clause (iii) above only if Canaccord reasonably determines that the financial information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F or 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Canaccord with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Canaccord sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Issuance Notice and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l4(k) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q F under the Exchange Act; or (iviii) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m4(l) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇the Agent. The requirement to provide a certificate under this Section 7(m4(l) shall be waived for any Representation Date occurring at a time at which no Placement Issuance Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement an Issuance Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m4(l), then before the Company delivers the Placement Issuance Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m4(l), dated the date of the Placement Issuance Notice.

Representation Dates; Certificate. On or prior to Each time during the First Delivery Date and each time term of this Agreement that the Company Company: (i) files the Prospectus relating to the Placement Shares or post-effectively amends or supplements the Registration Statement or supplements the Prospectus relating to Prospectus, in either case such that the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendmentaudited financial information contained therein is materially amended, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing restated financial statements or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); ) the Company shall furnish ▇▇▇▇▇ MLV (but in the case of clause (iv) above only if MLV reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ MLV with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ MLV sells any Placement Shares, the Company shall provide ▇▇▇▇▇ MLV with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice. In addition to the requirement to provide certificates under this Section 7(l) with respect to Representation Dates, on or prior to the date of the first Placement Notice given hereunder, the Company shall furnish MLV with a certificate under this Section 7(l).

Representation Dates; Certificate. On or prior to Upon the First Delivery Date execution of this Agreement and during the term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Offered Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Offered Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Offered Shares; (ii) files an or amends annual report on Form 10-K under the Exchange Actfinancial statements pursuant to Securities Laws; (iii) unless otherwise waived by the Agents in writing, files its quarterly reports on Form 10-Q under the Exchange Actor amends interim financial statements pursuant to Securities Laws; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii), as well as any date on which a request is made pursuant to (iv) ), above shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇contemplated under Section 4(d). The requirement to provide a furnish the certificate under set out in this Section 7(m3(q) shall be waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date) ), and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Offered Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m)waiver, then before the Company delivers the Placement Agency Transaction Notice or ▇▇▇▇▇ sells the Agents sell any Placement Offered Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, the certificate set out in the form attached hereto as Exhibit 7(mthis Section 3(q), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time after the First Delivery Date the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K under the Exchange Act containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ HCW with a certificate, in the form attached hereto as Exhibit 7(m) within three five (35) Trading Days of any Representation Date if requested by ▇▇▇▇▇HCW. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(n) and (o) hereof) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ HCW with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ HCW sells any Placement Shares, the Company shall provide ▇▇▇▇▇ HCW with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information statements (other than an earnings release) “furnished” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144), or financial statements required by Rule 3-14 of Regulation S-X, under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇CF&Co. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ CF&Co with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ CF&Co sells any Placement Shares, the Company shall provide ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company Trust: (i) files the Prospectus relating to the Placement Shares Units or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Units) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Units; (ii) files an annual report on Form 1020-F or Form 40-F under the Exchange Act (including any Form 20-F/A or Form 40-F/A containing amended financial statements or a material amendment to the previously filed Form 20-F); (iii) files or furnishes its quarterly financial statements on Form 6-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files or furnishes a report on Form 86-K containing amended financial information (other than an earnings release) statements under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company Manager, on behalf of the Trust, shall furnish ▇▇▇▇▇ the Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 6‑K is material) with a certificate, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company Manager, on behalf of the Trust, delivers a instructions for the sale of Placement Notice Units hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company Manager, on behalf of the Trust, subsequently decides to sell Placement Shares Units following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m7(l), then before the Company Manager, on behalf of the Trust, delivers the instructions for the sale of Placement Notice Units or ▇▇▇▇▇ sells the Agents sell any Placement SharesUnits pursuant to such instructions, the Company Manager, on behalf of the Trust, shall provide ▇▇▇▇▇ the Agents with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), dated of the date that the instructions for the sale of the Placement NoticeUnits are issued.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Sales Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to into the Registration Statement or the Prospectus relating to the Placement SharesSales Prospectus; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each Act. Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); .” the Company shall furnish ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ CF&Co with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ CF&Co sells any Placement Shares, the Company shall provide ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, promptly upon each request of Canaccord, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Canaccord with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide a certificate under this Section 7(m7(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Canaccord with a certificate under this Section 7(m7(p), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Canaccord sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On During the term of this Agreement, on or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and thereafter, during the term of this Agreement, each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three two (32) Trading Days of any Representation Date if requested by ▇▇▇▇▇Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 1020-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) files a report on Form 6-K under the Exchange Act; (iii) files Act containing its quarterly reports on Form 10or semi-Q under the Exchange Actannual financial statements; or or (iv) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or ▇▇▇▇▇ the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time during the Company term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; supplement; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing restated financial statements or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (iv) files a report Current Report on Form 8-K containing amended audited financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and at any other time reasonably requested by Westpark (each date of filing of one or more of the documents referred to in clauses (i) through (iv) above and any other time reasonably requested by Westpark shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ Westpark (but in the case of clause (iv) above only if Westpark reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Westpark with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Westpark sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Westpark with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Placement Notice and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company Company: (i) (A) files the Prospectus relating to the Placement Shares Shares, or (B) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, stickersticker or supplement, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation "furnished" pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”"); the Company shall furnish ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(mSchedule 7(l) within three five (35) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(mSection 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company and the Manager shall furnish ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act; Act (each date of filing of the Company's annual report on Form 10-K shall be a “10-K Representation Date”); (iii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) each time the Company files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m) D, within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. K Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Placement Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Placement Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information statements (other than an earnings release) “furnished” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144), or financial statements required by Rule 3-14 of Regulation S-X, under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Credit Agricole with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Credit Agricole. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Credit Agricole with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Credit Agricole sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Credit Agricole with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Placement Notice and each time during the term of this Agreement the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” and not “filed”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cantor and the Alternative Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) Cantor and the Alternative Agent reasonably determine that the information contained in such Form 8-K is material to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Cantor or the Alternative Agent. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cantor and the Alternative Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cantor sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cantor and the Alternative Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”"); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company Company: (i) files the Prospectus Supplement relating to the Placement Shares Shares, amends the Registration Statement by means of a post-effective amendment or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) relating solely to an offering of this Agreementsecurities other than the Placement Shares) by means of a post-effective amendmentsticker or supplement, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus Supplement relating to the Placement Shares; ; (ii) files an annual report on Form 1020-K F under the Exchange ActAct (including any Form 20-F/A that contains restated financial statements); or (iii) files furnishes its quarterly reports unaudited interim financial statements and management’s discussion and analysis on Form 10-Q under the Exchange Act; or (iv) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at during a time at fiscal quarter during which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a does not intend to sell Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and Shares prior to the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇▇▇▇▇▇ with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to Upon the First Delivery Date execution of this Agreement, and during the term of this Agreement, each time the Company Corporation (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) documents by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files or amends an annual report on Form 1040-K under the Exchange ActF; (iii) files its quarterly reports or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “"Representation Date”"); , the Company Corporation shall furnish ▇▇▇▇▇ the Agents with a certificatecertificates, in the form attached hereto as Exhibit 7(m) A-1 and 2 and back-up information satisfactory to the Agents verifying the operational, statistical and market data included in the relevant filing, within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Corporation files its annual report on Form 1040-K. F. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m8(n), then before the Company Corporation delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company Corporation shall provide ▇▇▇▇▇ the Agents with a certificatecertificates, in the form attached hereto as Exhibit 7(m)A-1 and 2, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company and the Manager shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Securities are sold pursuant to the terms of this Agreement and each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, stickersticker or supplement, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities (except as set forth in clauses (ii) through (v)); (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; ; (iii) files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or ; (iv) files (as opposed to furnishes) an Earnings 8-K; (v) files a report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (vi) files an amendment to any document referred to in clauses (ii) through (v) above (each such date of filing of one or more of the documents referred to in clauses (i) through (ivvi) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m) E, executed by the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(o), then then, before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, in the form attached hereto as Exhibit 7(m)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ ▇, if requested by ▇▇▇▇▇, with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its or quarterly reports report on Form 10-Q under the Exchange Act; or (iviii) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ Canaccord (but in the case of clause (iii) above only if Canaccord reasonably determines that the financial information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Canaccord with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Canaccord sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Placement Notice and each time during the term of this Agreement the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” and not “filed”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Ladenburg and the Alternative Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) Ladenburg and the Alternative Agent reasonably determine that the information contained in such Form 8-K is material to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Ladenburg or the Alternative Agent. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Ladenburg and the Alternative Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Ladenburg sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Ladenburg and the Alternative Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or Three Trading Days prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; or (ii) files under the Exchange Act an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; F or (iv) files a report on Form 86-K containing amended financial information (statements, supporting schedules or other than an earnings release) under financial data incorporated by reference into the Exchange Act Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through and (ivii) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ CF&Co with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ CF&Co sells any Placement Shares, the Company shall provide ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time during the term of this Agreement the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files an annual report on Form 1040-K F or 20-F under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files interim financial statements in a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) B within three (3) Trading Days of any such Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1040-K. F or 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m8(o), then on or before the Company delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)B, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release) which is deemed to be incorporated by reference in the Registration Statement and the Prospectus under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three two (32) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaseinformation “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company Company: (i) files the Prospectus relating to the Placement Shares Shares, amends the Registration Statement by means of a post-effective amendment or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) relating solely to an offering of this Agreementsecurities other than the Placement Shares) by means of a post-effective amendmentsticker or supplement, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 1020-K F under the Exchange ActAct (including any Form 20-F/A that contains restated financial statements); or (iii) files furnishes its quarterly reports unaudited interim financial statements and management’s discussion and analysis on Form 10-Q under the Exchange Act; or (iv) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ MLV with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at during a time at fiscal quarter during which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a does not intend to sell Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and Shares prior to the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ MLV with a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ MLV sells any Placement Shares, the Company shall provide ▇▇▇▇▇ MLV with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and and, during the term of this Agreement, each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K under the Exchange containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K) under the Exchange Act Act, and ▇▇▇▇▇ has reasonably determined that the information contained in the Form 8-K is material to a holder of Common Stock (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares or files a new Registration Statement or Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to As of the First Delivery Date date of this Agreement and each time time, during the Company term of this Agreement, that the Corporation (i) files the Prospectuses or a U.S. Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to into the Registration Statement or the Prospectus Prospectuses relating to the Placement SharesShares by reference; (ii) files or amends an annual report on Form 10-K under the Exchange ActK; (iii) files its quarterly reports files, furnishes or amends interim financial statements on Form 8-K or Form 10-Q under the Exchange ActQ; or (iv) files a report on Form 8-K containing amended financial information (at any other than an earnings release) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date”); , the Company Corporation shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) A within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company Corporation files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date when the Company Corporation relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m8(n), then before the Company Corporation delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company Corporation shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 1020-K F under the Exchange Act; Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or six-month reports on Form 106-Q K under the Exchange ActAct containing financial statements, supporting schedules or other financial data incorporated by reference into the Registration Statement; or or (iv) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act incorporated by reference into the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at in which no Placement Notice is pendingpending (including as a result of a Suspension being in effect), which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or instructions for the sale of Placement Shares hereunder, as applicable, (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver applied and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or ▇▇▇▇▇ the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide ▇▇▇▇▇ the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by the Agent (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company Transaction Entities shall furnish ▇▇▇▇▇ the Agents, Forward Purchasers, and Forward Sellers with a certificate, in the form attached hereto as Exhibit 7(m) D within three two (32) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ any of the Agents, Forward Purchasers, and Forward Sellers sells any Placement Shares, the Company Transaction Entities shall provide ▇▇▇▇▇ the Agents, Forward Purchasers, and Forward Sellers with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the Securities are first sold pursuant to the terms of this Agreement and each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of Placement Securities pursuant to this AgreementAgreement or the Alternative Equity Distribution Agreements) by means of a post-effective amendment, sticker, or supplement (but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities); (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) of this Section 7(o) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m) F within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pendingpending or when a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Placement Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Placement Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by ▇▇▇▇▇ Fargo Securities (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ Fargo Securities with a certificate, in the form attached hereto as Exhibit 7(m) F within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Fargo Securities with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Fargo Securities sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ Fargo Securities with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iii) files its quarterly reports or Quarterly Report on Form 10-Q under the Exchange Act; or (iviii) files a report Current Report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Agents (but in the case of clause (iii) above only if the agents reasonably determine that the financial information contained in such Current Report on Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10F or 40-Q F under the Exchange Act; or (iviii) files a report on Form 86-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Form 6-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ AGP (but in the case of clause (iii) above only if AGP reasonably determines that the financial information contained in such Form 6-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F or 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ AGP with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ AGP sells any Placement Shares, the Company shall provide ▇▇▇▇▇ AGP with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files an annual report on Form 1040-K F or 20-F under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files interim financial statements in a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “"Representation Date”"); , the Company shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) B within three (3) five Trading Days of any such Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or effective, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1040-K. F or 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m8(o), then on or before the Company delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)B, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) each time the Company files an annual report Annual Report on Form 10-K under the Exchange Act; ; (iii) each time the Company files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (iv) each time the Company files a report Current Report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company and the Manager shall furnish ▇▇▇▇▇ the Placement Agent with a certificatecertificates, in the form attached hereto as Exhibit 7(m) E and Exhibit F, respectively, within three (3) Trading Days of any after each Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate certificates under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company and the Manager relied on such waiver and did not provide ▇▇▇▇▇ the Placement Agent with a certificate certificates under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Placement Agent sells any Placement SharesSecurities, the Company and the Manager shall provide ▇▇▇▇▇ the Placement Agent with a certificatecertificates, in the form attached hereto as Exhibit 7(m)E and Exhibit F, respectively, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) ▇▇▇▇▇ reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) ▇▇▇▇▇ requests such certificate within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m7(n) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act; Act (each date of filing of the Company’s annual report on Form 10-K shall be a “10-K Representation Date”); (iii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) each time the Company files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company and the Operating Partnership shall furnish ▇▇▇▇▇ the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m) G, within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. K Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Placement Agent with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Placement Agent sells any Placement SharesSecurities, the Company and the Operating Partnership shall provide ▇▇▇▇▇ the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m)G, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K (including in an earnings release)) under the Exchange Act Act; and (2) at any other time reasonably requested by ▇▇▇▇▇ Fargo Securities (each such date of filing of one or more of the documents referred to in clauses (iSection 7(o)(1) through (ivand any time of request pursuant to this Section 7(o)(2) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ Fargo Securities with a certificate, in the form attached hereto as Exhibit 7(m) F, within three (3) Trading Days of following any Representation Date if requested by ▇▇▇▇▇(except in the case of a waiver under the following sentence (a “Waiver”), in which case such certificate shall be furnished with or preceding the relevant Placement Notice). The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. ). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Fargo Securities with a certificate under this Section 7(m7(o), then then, before the Company delivers the Placement Notice or ▇▇▇▇▇ Fargo Securities sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ Fargo Securities with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K (including in an earnings release)) under the Exchange Act Act; and (2) at any other time reasonably requested by Barclays (each such date of filing of one or more of the documents referred to in clauses (iSection 7(o)(1) through (ivand any time of request pursuant to this Section 7(o)(2) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ Barclays with a certificate, in the form attached hereto as Exhibit 7(m) F, within three (3) Trading Days of following any Representation Date if requested by ▇▇▇▇▇(except in the case of a waiver under the following sentence (a “Waiver”), in which case such certificate shall be furnished with or preceding the relevant Placement Notice). The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. ). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Barclays with a certificate under this Section 7(m7(o), then then, before the Company delivers the Placement Notice or ▇▇▇▇▇ Barclays sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ Barclays with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company Company: (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) files an annual report on Form 10-K under the Exchange Act; ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by Jefferies (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company Transaction Entities shall furnish ▇▇▇▇▇ Jefferies with a certificate, in the form attached hereto as Exhibit 7(m) D within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Jefferies with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Jefferies sells any Placement SharesSecurities, the Company Transaction Entities shall provide ▇▇▇▇▇ Jefferies with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q F under the Exchange Act; or (iviii) files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”); the Company shall furnish ▇C▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇C▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇C▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇C▇▇▇▇ sells any Placement Shares, the Company shall provide ▇C▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On During the term of this Agreement, on or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a report Current Report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date and term of this Agreement, each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files an annual report on Form 1040-K F or 20-F under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files interim financial statements in a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “"Representation Date”"); , the Company shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) B within three (3) Trading Days of any such Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 1040-K. F or 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m8(o), then on or before the Company delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)B, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company (i) files the Prospectus relating to the Placement Shares Securities or amends or supplements the Registration Statement or supplements the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; Securities; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act; Act (each date of filing of the Company’s annual report on Form 10-K shall be a “10-K Representation Date”); (iii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or or (iv) each time the Company files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Placement Agents with a certificate, in the form attached hereto as Exhibit 7(m) F, within three (3) Trading Days of after any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. K Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Placement Agents with a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Placement Agents sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Placement Agents with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On or Three Trading Days prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ CF&Co with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ CF&Co sells any Placement Shares, the Company shall provide ▇▇▇▇▇ CF&Co with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, promptly upon each request of Canaccord, and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Canaccord with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide a certificate under this Section 7(m7(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation DateDate following the delivery of such Placement Notice; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Canaccord with a certificate under this Section 7(m7(p), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Canaccord sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Canaccord with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and thereafter during the term of this Agreement, each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings releaserelease or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) agreed to within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m)agreed to, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Actinformation form; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended amends annual or interim financial information (other than an earnings release) under the Exchange Act statements (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “"Representation Date”"); the Company shall furnish ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) Schedule 3 within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇the Agents. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. information form. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, in the form attached hereto as Exhibit 7(m)Schedule 3, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior (1) Prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 1020-K F under the Exchange Act; Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (iii) files its quarterly or six-month reports on Form 106-Q K under the Exchange ActAct containing financial statements, supporting schedules or other financial data incorporated by reference into the Registration Statement; or or (iv) files a report on Form 86-K containing amended financial information (other than an earnings release) relating to the Company under the Exchange Act incorporated by reference into the Registration Statement (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agents (but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 6-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto and substance satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide ▇▇▇▇▇ the Agents with a certificate under this Section 7(m7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or ▇▇▇▇▇ sells the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide ▇▇▇▇▇ the Agents with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.