Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (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 audited financial information (other than 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 (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(l). The requirement to provide a certificate under this Section 7(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 MLV with a certificate under this Section 7(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(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice is given hereunder and each time during the term of this Agreement the Company: Company subsequently thereafter (i) files amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares or amends or supplements (other than (A) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release, to “furnish” 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 Act; or (v) sells Placement Shares to the Sales Agent as principal at the Point of Sale pursuant to the applicable Placement Notice (each date of filing of one or more of the documents and each other date referred to in clauses (i) through (ivv) shall be a “Representation Date”); , the Company shall furnish MLV the Sales Agent within three (but in the case of clause (iv3) above only if MLV reasonably determines that the information contained in such Form 8-K is material) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV the Sales Agent with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV the Sales Agent sells any Placement Shares, the Company shall provide MLV the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 audited financial information (other than 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 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 the Distribution Agents (but in the case of clause (iv) above only if MLV either of the Distribution Agents reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV the Distribution Agents with a certificate under this Section 7(l7(1), then before either of the Company delivers the Placement Notice or MLV Distribution Agents sells any Placement Shares, the Company shall provide MLV the Distribution Agents with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than 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 (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall will be a “Representation Date”); the Company shall will furnish MLV Ascendiant (but in the case of clause (iv) above only if MLV Ascendiant reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l) shall will be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall will 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 Ascendiant with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV Ascendiant sells any Placement Shares, the Company shall will provide MLV Ascendiant with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains containing restated financial statementsstatements 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 audited financial information (other than 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 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 BP (but in the case of clause (iv) above only if MLV BP reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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 BP with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV BP sells any Placement Shares, the Company shall provide MLV BP with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during During the term of this Agreement Agreement, on the Company: date of the first Placement Notice given hereunder and within 7 days of each time the Company (i) files amends or supplements the Registration Statement or 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to a 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 release, to “furnish” 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 FASB Accounting Standards Codification No. 144360) 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 . 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) BRFBR with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 next 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 BRFBR with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV BRFBR sells any Placement Shares, the Company shall provide MLV BRFBR with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 Act; (v) each date on which the Company executes and delivers a Terms Agreement; or (vi) each Settlement Date with respect to a Principal Transaction, each date of filing of one or more of the documents referred to in clauses (i) through (iv), and each of the dates referred to in clauses (v) and (vi), shall be a “Representation Date”); provided however, notwithstanding anything to the contrary contained in this Agreement, [Agent] may waive any documents required to be delivered to [Agent] as a result of 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) [Agent] with a certificate, in the form attached hereto as Exhibit 7(l)D within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l8(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. K or a Representation Date with respect to a Principal Transaction. 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 [Agent] with a certificate under this Section 7(l8(n), then before the Company delivers the Placement Notice or MLV [Agent] sells any Placement Shares, the Company shall provide MLV [Agent] with a certificate, in the form attached hereto as Exhibit 7(l)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time during the term Company (each date of this Agreement filing of one or more of the Company:documents referred to in clauses (i) through (iv) shall be a “Representation Date”): (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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than 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 (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”)Act; the Company shall furnish MLV the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a certificate under this Section 7(l) Representation Date Certificate 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 MLV the Agent with a certificate under this Section 7(l)Representation Date Certificate, then before the Company delivers the Placement Notice or MLV the Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l)Representation Date Certificate, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 audited financial information (other than 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 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 the Agents (but in the case of clause (iv) above only if MLV any Agent reasonably determines that the information contained in such Form 8-K is materialmaterial and informs the Company of such determination in writing) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV the Agents with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV sells Agents sell any Placement Shares, the Company shall provide MLV the Agents with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during During the term of this Agreement Agreement, 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 documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); 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 audited financial information (other than an earnings release, to “furnish” 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 reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act or (v) files a Form 8-K under the Exchange Act for any other purpose (other than to “furnish” information pursuant to Items 2.02 or 7.01 of revised Form 8-K) (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Representation Date”); the Company shall furnish MLV (but in the case of clause (ivv) 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(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV with a certificate under this Section 7(l7(m), 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(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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 Agent no later than five (5) Trading Days after each Representation Date (but in the case of clause (iv) above only if MLV reasonably Agent determines that the financial information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and each time during the term of this Agreement the Companyand: (i) each time the Company files the Prospectus relating to the Placement Shares Securities 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 Securities (other than amendments or supplements that are filed 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 documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) each time the Company files a current report on Form 8-K containing amended audited financial information (other than an earnings release, to “furnish” 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 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 each 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) Placement Agent with a its respective certificate, each in the form attached hereto as Exhibit 7(l)E, within two (2) Trading Days of any Representation Date. The requirement to provide a each certificate under this Section 7(l7(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 relied on such waiver and the Company and the Manager did not provide MLV the Placement Agent with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or MLV the Placement Agent sells any Placement SharesSecurities, the Company and the Manager shall provide MLV the Placement Agent with a its respective certificate, each in the form attached hereto as Exhibit 7(l)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and each time during the term of this Agreement 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)) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); 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 audited financial information (other than an earnings release, to “furnish” 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 reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act or (v) files a Form 8-K under the Exchange Act for any other purpose (other than to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Representation Date”); the Company shall furnish MLV CF&Co (but in the case of clause clauses (iv) and (v) above only if MLV CF&Co reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(m) 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 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 CF&Co with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV CF&Co sells any Placement Shares, the Company shall provide MLV CF&Co with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement the Company:Company (each date of filing of one or more of the documents referred to in clauses (i) through (iv) below shall be a “Representation Date”): (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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”)Act; the Company shall furnish MLV Agent (but in the case of clause (iv) above only if MLV Agent reasonably determines that the information contained in such Form 8-K 8‑K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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. 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 Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice. In any circumstance in which the Company shall fail to provide the certification required hereunder when required in accordance with the foregoing, the sole remedy Agent shall have with respect to such failure shall be to cease making sales of Placement Shares under this Agreement until such time as such certification is delivered and Agent shall have agreed to waive the lateness of such delivery.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice is given hereunder and thereafter each time during the term of this Agreement 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) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); ; (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 audited financial information (other than an earnings release, to “furnish” 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 (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 the Sales Agent within three (but in the case of clause (iv3) above only if MLV reasonably determines that the information contained in such Form 8-K is material) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV the Sales Agent with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV the Sales Agent sells any Placement Shares, the Company shall provide MLV the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 supplements the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains containing restated audited financial statementsstatements or amended material financial information or otherwise 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 audited financial information (other than 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 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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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, (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 MLV the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during During the term of this Agreement Agreement, on the Company: date of the first Placement Notice given hereunder and within 7 days of each time the Company (i) files amends or supplements the Registration Statement or 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to a 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 release, to “furnish” 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 FASB Accounting Standards Codification No. 144360) 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 . 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) Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 next 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 the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV the Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than 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 (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall will be a “Representation Date”); the Company shall will furnish MLV the Agents (but in the case of clause (iv) above only if MLV the Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l) shall will be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall will 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 the Agents with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV sells the Agents sell any Placement Shares, the Company shall will provide MLV the Agents with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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 (ivv) 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(l). The requirement to provide a certificate under this Section 7(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 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(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(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during During the term of this Agreement Agreement, on the Company: date of the first 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 documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); 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 audited financial information (other than an earnings release, to “furnish” 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 reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act or (v) files a Form 8-K under the Exchange Act for any other purpose (other than to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Representation Date”); the Company shall furnish MLV CF&Co (but in the case of clause clauses (iv) and (v) above only if MLV CF&Co reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(m) 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 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 CF&Co with a certificate under this Section 7(l7(m), then before the Company CF&Co either delivers the Placement Notice or MLV sells any Placement Shares, the Company shall provide MLV CF&Co with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains containing restated financial statementsstatements 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 audited financial information (other than 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 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(l). The requirement to provide a certificate under this Section 7(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(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(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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(l). The requirement to provide a certificate under this Section 7(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 MLV with a certificate under this Section 7(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(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice is given hereunder and thereafter each time during the term of this Agreement 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) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); ; (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 audited financial information (other than an earnings release or other information “furnished” , and not filed, 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. 144K) under the Exchange Act that is material to the offering of securities of the Company (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 the Sales Agent within three (but in the case of clause (iv3) above only if MLV reasonably determines that the information contained in such Form 8-K is material) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV the Sales Agent with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV the Sales Agent sells any Placement Shares, the Company shall provide MLV the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice pursuant to this Agreement agreement (the “First Placement Notice Date”) and each time during the term of this Agreement the Company: (i) files amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares or amends or supplements (other than (x) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (y) 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 by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement SharesProspectus; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than information an earnings release that is “furnished” pursuant to Items Item 2.02 or Item 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. 144K) 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 MLV the Agent (but in the case of clause (iv) above only if MLV reasonably determines that (1) a Placement Notice is pending or in effect, (2) such current report on Form 8-K of the information contained in Company is material to a holder of Common Stock and (3) the Agent requests such certificate within three Business Days after the filing of such Form 8-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide MLV the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or MLV the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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 NSC (but in the case of clause (iv) above only if MLV NSC reasonably determines that the information contained in such Form 8-8 K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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 MLV NSC with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV NSC sells any Placement Shares, the Company shall provide MLV NSC with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and or any Alternative Distribution Agreement and: (1) each time during the term of this Agreement the 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 SharesSecurities) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 10-K 10‑K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) files its a quarterly reports report on Form 10-Q 10‑Q under the Exchange Act; or (iv) files a current report on Form 8-K 8‑K containing amended audited financial information (other than an earnings release, to “furnish” 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. 1448‑K) under the Exchange Act Act; and (2) at any other time reasonably requested by BMO Capital Markets (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 and the Operating Partnership 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) BMO Capital Markets with a certificate, in the form attached hereto as Exhibit 7(l)F within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(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. 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 MLV BMO Capital Markets with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or MLV BMO Capital Markets sells any Placement SharesSecurities, the Company shall provide MLV BMO Capital Markets with a certificate, in the form attached hereto as Exhibit 7(l)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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 (ivv) 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(l). The requirement to provide a certificate under this Section 7(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 MLV with a certificate under this Section 7(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(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and (2) following delivery of the first Placement Notice, each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of initial effectiveness of the Registration Statement) 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 (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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-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(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending (including, for purposes of clarity, during which a Suspension is 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 under a suspended Placement Notice (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 Date for any Representation Date on which the Company files its annual report on Form 10-K. requirement to provide a certificate under this Section 7(l) is not waived pursuant to the terms hereof. 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 the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or MLV the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide MLV the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. On the date of this Agreement and each time during the term of this Agreement the Company: (i) Company 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 (a “Quarterly 497 Filing” by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (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 audited financial information (other than 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 (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 and the Adviser 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) Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1)(1) and 7(1)(2), respectively. The requirement to provide a certificate certificates under this Section 7(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 MLV the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV the Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during During the term of this Agreement Agreement, on the Company: 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 (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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); Act; (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 release, to “furnish” 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 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 MLV Canaccord (but in the case of clause (iv) above only if MLV 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(l). A. The requirement to provide a certificate under this Section 7(l7(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 MLV Canaccord with a certificate under this Section 7(l7(p), then before the Company delivers the Placement Notice or MLV Canaccord sells any Placement Shares, the Company shall provide MLV Canaccord with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. (1) On or prior to the date of this Agreement the first Placement Notice and (2) each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 (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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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 MLV the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or MLV the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide MLV the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice and each time during the term of this Agreement the Company: Company subsequently thereafter (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 documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); Act; (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 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 (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 the Agents with a certificate, in the form attached hereto as Exhibit 7(m) within five (5) Trading Days of any Representation Date if requested by the Agents (but in the case of clause (iv) above only if MLV the Agents reasonably determines determine that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l7(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 MLV the Agents with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV sells the Agents sell any Placement Shares, the Company shall provide MLV the Agents with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than 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 (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall will be a “Representation Date”); the Company shall will furnish MLV Aegis within five (5) Trading Days of each Representation Date (but in the case of clause (iv) above only if MLV Aegis reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l) shall will be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall will 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 Aegis with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV Aegis sells any Placement Shares, the Company shall will provide MLV Aegis with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the term of this Agreement the Company: (i) Company 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 (a “Quarterly 497 Filing” by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (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 audited financial information (other than 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 (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 and the Adviser 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) Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1)(1) and 7(1)(2), respectively. The requirement to provide a certificate certificates under this Section 7(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; 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 MLV the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV the Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice and each time during the term of this Agreement the Company: Company subsequently thereafter (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 documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); Act; (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 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 (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 ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within five (5) Trading Days of any Representation Date if requested by ▇▇▇▇▇ (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(l). The requirement to provide a certificate under this Section 7(l7(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 MLV ▇▇▇▇▇ with a certificate under this Section 7(l7(m), 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(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement the Company: Agreement: (i) files the Prospectus relating to the Placement Shares or Shares, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement relating solely to an offering of securities other than the Placement Sharesfiled in accordance with Section 7(l)) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; Sales Prospectus; (iiiii) files an annual report on Form 10-K under the Exchange Act Act; (including any Form 10-K/A that contains restated financial statements); (iiiiv) files its quarterly reports on Form 10-Q under the Exchange Act; or or (ivv) files a current report on Form 8-K containing amended audited financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” pursuant to Items under Item 2.02 or Item 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. 144K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) 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) C▇▇▇▇ with a certificatecertificates, in the form forms attached hereto as Exhibit 7(l)7(m) within three (3) Trading Days after such Representation Date if requested by C▇▇▇▇. The requirement to provide a certificate the certificates under this Section 7(l7(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 that is the date on which the Company files its annual report on Form 10-K. K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to C▇▇▇▇ in connection with registered public offerings. 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 C▇▇▇▇ with a certificate certificates under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV C▇▇▇▇ sells any Placement Shares, the Company shall provide MLV C▇▇▇▇ with a certificatecertificates, in the form forms attached hereto as Exhibit 7(l7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and and: (1) each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares Securities 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 Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release, to “furnish” 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 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 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 , 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) Jefferies with a certificate, in the form attached hereto as Exhibit 7(l)E within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(o) including with respect to clause (2) above, 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 MLV Jefferies with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or MLV Jefferies sells any Placement SharesSecurities, the Company shall provide MLV Jefferies with a certificate, in the form attached hereto as Exhibit 7(l)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice pursuant to this Agreement agreement (the “First Placement Notice Date”) 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 (other than (x) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (y) 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 by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement SharesProspectus; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 20-F);; or (iii) files its quarterly reports half-year financial statements on Form 106-Q under the Exchange Act; or (iv) files K or a current report on Form 86-K containing amended audited financial information (other than 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 (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 the Agent (but in the case of clause (iviii) above only if MLV reasonably determines that (1) a Placement Notice is pending or in effect and (2) the information contained in Agent requests such certificate within three Business Days after the filing of such Form 86-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide MLV the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or MLV the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 SharesShares or a prospectus supplement filed in accordance with Section 7(k) of this Agreement) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 1020-K/A that contains restated F /A containing amended audited financial statementsinformation or a material amendment to the previously filed Form 20-F); (iii) files its quarterly reports a report on Form 106-Q K containing interim financial statements under the Exchange Act; or (iv) files a current report on Form 86-K containing amended audited financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 86-K or to provide disclosure pursuant to Item 8.01 of Form 86-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 the Agents (but in the case of clause (iv) above only if MLV any Agent reasonably determines that the information contained in such Form 86-K is material) with a certificate, in the form attached hereto as Exhibit 7(l)7(1) within five (5) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(1) 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 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 MLV the Agents with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV sells Agents sell any Placement Shares, the Company shall provide MLV the Agents with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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 the Agent no later than five (5) Trading Days after each Representation Date (but in the case of clause (iv) above only if MLV reasonably the Agent determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 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 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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is materialmaterial and informs the Company of such determination in writing) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.. m.

Representation Dates; Certificate. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and each time during the term of this Agreement the Companysubsequently thereafter: (i) each time the Company files the Prospectus relating to the Placement Shares Securities 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 Securities (other than amendments or supplements that are filed 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 documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) each time the Company files a current report on Form 8-K containing amended audited financial information (other than an earnings release or to “furnish” 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. 144K) 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 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) Placement Agent with a certificate, in the form attached hereto as Exhibit 7(l)D, within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(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 date 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(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(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 audited financial information (other than 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 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 to B. ▇▇▇▇▇ FBR (but in the case of clause (iv) above only if MLV B. ▇▇▇▇▇ FBR reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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, (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 MLV B. ▇▇▇▇▇ FBR with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV B. ▇▇▇▇▇ FBR sells any Placement Shares, the Company shall provide MLV B. ▇▇▇▇▇ FBR with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement First Delivery Date and each time during the term of this Agreement 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) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release, to “furnish” 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; or (v) files a Form 8-K under the Exchange Act for any other purpose (other than to “furnish” information pursuant to Items 2.02 or 7.01 of revised Form 8-K) (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Representation Date”); , the Company shall furnish MLV Noble within three (3) Trading Days after each Representation Date (but in the case of clause (ivv) above above, only if MLV Noble reasonably determines that the information contained in such Form 8-K is materialmaterial and so notifies the Company in writing prior to the expiration of such three (3) Trading Days) with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV Noble with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV Noble sells any Placement Shares, the Company shall provide MLV Noble with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and and: (1) each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares Securities 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 Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 10-K 10‑K under the Exchange Act (including any Form 10-K/A that contains restated Act, or an amendment thereto containing financial statements)information; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K 8‑K containing amended audited financial information (other than an earnings release, to “furnish” information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K 8‑K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification 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 Agents (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(p) 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) Agents with a certificate, in the form attached hereto as Exhibit 7(l)F within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(p) 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 MLV the Agents with a certificate under this Section 7(l7(p), then before the Company delivers the Placement Notice or MLV sells the Agents sell any Placement SharesSecurities, the Company shall provide MLV the Agents with a certificate, in the form attached hereto as Exhibit 7(l)F, dated the date of the Placement Notice.

Representation Dates; Certificate. On During the term of this Agreement, on the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (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 audited financial information (other than 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 (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 materialmaterial and provides notice of such determination to the Company) with a certificate, in the form attached hereto as Exhibit 7(l8(l). The requirement to provide a certificate under this Section 7(l8(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 MLV with a certificate under this Section 7(l8(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(l8(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that the Company: (i) files amends or supplements the Prospectus Offering Circular 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesOffering Circular; Act; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; orExchange (iv) files a current report on Form 8-K containing amended audited financial information (other than 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. 1448- K) under the Exchange Act Act; or (each v) files any amendment to any of the types of filings described in the foregoing (ii), (iii) or (iv) containing amended or additional financial information or other material information; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) v), and each date reasonably requested by a Distribution Agent, shall be a “Representation Date.”); ) the Company shall furnish MLV the Distribution Agents (but in the case of clause (iv) and (v) above only if MLV reasonably any of the Distribution Agents determines that the information contained in such Form 8- K or amended Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(j). The requirement to provide a certificate under this Section 7(l7(j) 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 (i) upon the Company subsequently decides to sell Placement Shares following a Representation Date when delivery of the Company relied on such waiver and did not provide MLV with a certificate under this Section 7(l), then before the Company delivers the first Placement Notice or MLV sells any Placement Shares, the Company shall provide MLV with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.hereunder and

Representation Dates; Certificate. On the date of this Agreement and each time during During the term of this Agreement Agreement, on or prior to the Company: 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); or a material amendment thereto 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 8-K containing amended audited financial information (other than an earnings release, to “furnish” 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 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 MLV the Managers (but in the case of clause (iv) above only if MLV the Managers reasonably determines determine that the financial information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l7(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 MLV the Managers with a certificate under this Section 7(l7(p), then before the Company delivers the Placement Notice or MLV sells the Managers sell any Placement Shares, the Company shall provide MLV the Managers with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or i. amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesSecurities) the Registration Statement or the Prospectus relating to the Placement Shares Securities, by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;Securities; or (ii) . files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 (iv) . files a current report Current Report on Form 8-K containing amended audited financial information (other than 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 containing amended financial statements; (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 the Agents (but in the case of clause (iv) above only if MLV the Agents reasonably determines that request) with a certificate, executed by the information contained Chief Executive Officer of the Company, in such Form 8-K is materialthe form attached hereto as Exhibit A within five (5) Trading Days of any Representation Date, provided, however, in the case of clause (i) above, the Company shall furnish the Agents with a certificate, in the form attached hereto as Exhibit 7(l)A on or prior to the date of the filing of the first Prospectus Supplement relating to the Securities. The requirement to provide a certificate under this Section 7(l7(1) shall be deemed waived by the Agents 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, (i) upon the delivery of the first Placement Notice hereunder and (ii) 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 MLV the Agents with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV Designated Agent sells any Placement SharesSecurities, the Company shall provide MLV the Agents with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than by means of 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 audited financial information (other than 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 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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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, (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 MLV the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement the Company: Agreement: (i) files the Prospectus relating to the Placement Shares or Shares, (ii) amends or supplements the Registration Statement or the ATM Prospectus (other than a prospectus supplement relating solely to an offering of securities other than the Placement Sharesfiled in accordance with Section 7(l)) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ATM Prospectus; (iiiii) files an annual report on Form 10-K under the Exchange Act Act; (including any Form 10-K/A that contains restated financial statements); (iiiiv) files its quarterly reports on Form 10-Q under the Exchange Act; or or (ivv) files a current report on Form 8-K containing amended audited financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” pursuant to Items under Item 2.02 or Item 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. 144K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) 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) Cowen with a certificatecertificates, in the form forms attached hereto as Exhibit 7(l)7(m) within three (3) Trading Days after such Representation Date if requested by Cowen. The requirement to provide a certificate the certificates under this Section 7(l7(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 that is the date on which the Company files its annual report on Form 10-K. K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to Cowen in connection with registered public offerings. 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 Cowen with a certificate certificates under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV Cowen sells any Placement Shares, the Company shall provide MLV Cowen with a certificatecertificates, in the form forms attached hereto as Exhibit 7(l7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the term Company (each date of this Agreement filing of one or more of the Company:documents referred to in clauses (i) through (iv) shall be a “Representation Date”): (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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”)Act; the Company shall furnish MLV Agent (but in the case of clause (iv) above only if MLV Agent 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(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV Agent with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement Agreement, at each Applicable Time and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 1020-KF/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 20-F); (iii) files its quarterly reports a current report on Form 106-Q K containing amended financial information under the Exchange Act; or (iv) files a current report furnishes its unaudited interim financial statements and management discussion and analysis on Form 86-K containing amended audited financial information (other than 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 Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”); the ) The Company shall furnish MLV the Agent (but in the case of clause (iv) above only if MLV any Agent reasonably determines that the information contained in such Form 86-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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, 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 the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV sells the Agent sell any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice pursuant to this Agreement agreement (the “First Placement Notice Date”) 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 (other than (x) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (y) 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 by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares;Prospectus; |US-DOCS\131394978.7|| (ii) files an annual report on Form 1020-F or a report on Form 6-K filed by the Company in respect of any interim period containing financial information which is deemed to be incorporated by reference in the Registration Statement and the Prospectus under the Exchange Act (including any Form 1020-KF/A that contains restated containing amended financial statements); (iii) files its quarterly reports information or a material amendment to the previously filed Form 20-F or a material amendment to any previously filed report on Form 106-Q under the Exchange ActK filed in respect of any interim period); or (iviii) files a current report on Form 86-K containing amended audited financial information (other than 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 information, (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 the Agent (but in the case of clause (iviii) above only if MLV reasonably determines that (1) a Placement Notice is pending or in effect and (2) the information contained in Agent requests such certificate within three Business Days after the filing of such Form 86-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide MLV the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or MLV the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice delivered by the Company to the Agent (such date, the “First Placement Date”) and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 1020-KF/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 20-F); (iii) files its quarterly reports the furnishing to the Commission of a report on Form 106-Q under K containing quarterly financial statements or financial information of the Exchange ActCompany (including any Form 6-K/A containing amended financial information); or (iv) files the furnishing to the Commission of a current report on Form 86-K containing amended audited financial information (other than 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 that is material to the reclassification offering of certain properties as discontinued operations the Placement Shares in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Agent’s reasonable discretion; (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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 86-K is material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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, 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 the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV the Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during During the term of this Agreement Agreement, on the Company: date of the first Placement Notice given hereunder and within 7 days of each time the Company (i) files amends or supplements the Registration Statement or 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to a 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 release, to “furnish” 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 FASB Accounting Standards Codification No. 144360) 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 . 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(l7(m). The requirement to provide a certificate under this Section 7(l7(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 next 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(l7(m), 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(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice given hereunder and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than 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 (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall will be a “Representation Date”); the Company shall will furnish MLV the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines determine that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l) shall will be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall will 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 the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV the Agent sells any Placement Shares, the Company shall will provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date Within five calendar days of this Agreement and each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV with a certificate under this Section 7(l7(1), 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(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 audited financial information (other than 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 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 the Distribution Agents (but in the case of clause (iv) above only if MLV either of the Distribution Agents reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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, (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 MLV the Distribution Agents with a certificate under this Section 7(l), then before either of the Company delivers the Placement Notice or MLV Distribution Agents sells any Placement Shares, the Company shall provide MLV the Distribution Agents with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 audited financial information (other than 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 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 the Agents (but in the case of clause (iv) above only if MLV the Agents reasonably determines determine that the information contained in such Form 8-K is materialmaterial and informs the Company of such determination in writing) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV the Agents with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV any Agent sells any Placement Shares, the Company shall provide MLV the Agents with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains containing restated financial statementsstatements 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 audited financial information (other than 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 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 FBR (but in the case of clause (iv) above only if MLV FBR reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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 FBR with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV FBR sells any Placement Shares, the Company shall provide MLV FBR with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement First Delivery Date and each time during the term of this Agreement the Company: Company subsequently thereafter (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(p) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); Act; (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 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. 144K) 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 MLV ▇▇▇▇▇ with a certificate, in the form attached hereto as Annex A-5 within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇ (but in the case of clause (iv) above of this Section 7(q), 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(l). The requirement to provide a certificate under this Section 7(l7(q) 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 MLV ▇▇▇▇▇ with a certificate under this Section 7(l7(q), 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(l)Annex A-5, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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(l7(k). The requirement to provide a certificate under this Section 7(l7(k) 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 MLV with a certificate under this Section 7(l7(k), 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(l7(k), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or i. 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 audited financial information (other than 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 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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is materialmaterial and informs the Company of such determination in writing) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice pursuant to this Agreement agreement (the “First Placement Notice Date”) and each time during the term of this Agreement the Company:: ​ (i) files amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares or amends or supplements (other than (A) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K);; ​ (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; oror ​ (iv) files a current report on Form 8-K containing amended audited financial information (other than information an earnings release that is “furnished” pursuant to Items Item 2.02 or Item 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 MLV the Agent (but in the case of clause (iv) above only if MLV reasonably determines that (1) a Placement Notice is pending or in effect and (2) the information contained in Agent requests such certificate within one Trading Day after the filing of such Form 8-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide MLV the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or MLV the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice.. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request. ​ ​ ​

Representation Dates; Certificate. On or prior to the date of this Agreement First Delivery Date and each time during the term of this Agreement 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 documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); following the execution of this Agreement; (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 release 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 (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 (1) a Placement Notice is pending, (2) ▇▇▇▇▇ reasonably determines that the information contained in such Form 8-K is materialmaterial 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(l)7(m) within three (3) Trading Days of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(l7(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 MLV ▇▇▇▇▇ with a certificate under this Section 7(l7(m), 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(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement and the first Placement Notice is given hereunder and, thereafter, each time during the term of this Agreement 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) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); ; (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 audited financial information (other than an earnings release, to “furnish” 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 (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 the Sales Agents within three (but in the case of clause (iv3) above only if MLV reasonably determines that the information contained in such Form 8-K is material) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV the Sales Agents with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV the Sales Agents sells any Placement Shares, the Company shall provide MLV the Sales Agents with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the 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(k) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (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 audited financial information (other than 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. 144Codification 205) 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 MLV USCA (but in the case of clause (iv) above only if MLV USCA reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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 MLV USCA with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV USCA sells any Placement Shares, the Company shall provide MLV USCA with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the Securities are first sold pursuant to the terms of this Agreement and each time during the term of this Agreement the Companyand: (i) following the effective date of the Registration Statement, each time the Company files the Prospectus relating to the Placement Shares Securities 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 Securities (other than amendments or supplements that are filed 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 documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; orand (iv) each time the Company files a current report on Form 8-K containing amended audited financial information (other than an earnings release, to “furnish” 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 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 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) Placement Agent with a certificate, in the form attached hereto as Exhibit 7(l)D, within two (2) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(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 relied on such waiver and did not provide MLV the Placement Agent with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or MLV the Placement Agent sells any Placement SharesSecurities, the Company shall provide MLV the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(l)D, dated the date of the Placement Notice.

Representation Dates; Certificate. On Prior to the date delivery of this Agreement 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 (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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated financial statements); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than 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 (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall will be a “Representation Date”); the Company shall will furnish MLV Ascendiant (but in the case of clause (iv) above only if MLV Ascendiant reasonably determines that the information contained in such Form 8-8 K is material) with a certificate, in the form attached hereto as Exhibit 7(l). A. The requirement to provide a certificate under this Section 7(l) shall will be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall will not apply for any Representation Date on which the Company files its annual report on Form 10-10 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 Ascendiant with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV Ascendiant sells any Placement Shares, the Company shall will provide MLV Ascendiant with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 audited financial information (other than 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 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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is materialmaterial and informs the Company of such determination in writing) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV sells Agent sell any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be being referred to herein as a “Representation Date”); , the Company shall furnish MLV Leerink (but but, in the case of clause (iv) above above, only if MLV Leerink reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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 Annual Report on Form 10-K. 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 MLV Leerink with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV Leerink sells any Placement Shares, the Company shall provide MLV Leerink with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that the CompanyPartnership: (i) files the Prospectus relating to the Placement Shares or i. amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement SharesSecurities) the Registration Statement or the Prospectus relating to the Placement Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) . files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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 Partnership Parties 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(l)A within five (5) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(1) 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 Partnership 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 Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Partnership subsequently decides to sell Placement Shares Securities following a Representation Date when the Company Partnership Parties relied on such waiver and did not provide MLV with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV sells any Placement SharesSecurities, the Company Partnership Parties shall provide MLV with a certificate, in the form attached hereto as Exhibit 7(l)A, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Units are sold pursuant to the terms of this Agreement and and: (1) each time during the term of this Agreement the CompanyPartnership: (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 Shares) the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release or to “furnish” 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. 144K) under the Exchange Act Act; (2) at any time the Units are delivered to any Manager as principal pursuant to a Terms Agreement; and (3) at any other time reasonably requested by the Managers (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv), such time any Units are delivered to the Managers as referred to in clause (2) above and any time of request pursuant to this Section 4(n) shall be a “Representation Date”); , the Company Partnership shall furnish MLV the Managers (but or in the case of clause (iv2) above only if MLV reasonably determines that above, the information contained in relevant Manager party to such Form 8-K is materialTerms Agreement) with a certificate, in the form attached hereto as Exhibit 7(l)E, modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to date and time of delivery of such certificate, within three Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l4(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice instruction by the Partnership to any Manager to sell Units under this Agreement is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder an instruction to any Manager to sell Units pursuant to Section 3(a) hereof (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 Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide MLV the Managers with a certificate under this Section 7(l4(n), then before the Company Partnership delivers the Placement Notice an instruction pursuant to Section 3(a) or MLV any Manager sells any Placement SharesUnits, the Company Partnership shall provide MLV such Manager with a certificate, subject to the provisions of this Section 4(n), in the form attached hereto as Exhibit 7(l)E, dated the date of the Placement Noticesuch instruction.

Representation Dates; Certificate. On the date of this Agreement and within five (5) Trading Days of each time during the 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 (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 the Agent (but in the case of this clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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 MLV the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV the Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date hereof, on or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and each time during the term of this Agreement the Company: (i) each time the Company (1) 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii2) files an annual report Annual Report on Form 10-K under the Exchange Act Act; (including any Form 10-K/A that contains restated financial statements); (iii3) files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or or (iv4) files a current report Current Report on Form 8-K containing amended audited financial information (other than an Earnings Announcement, to “furnish” 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 reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act or an Earnings 8-K, (ii) each time that Shares are delivered to an Agent as principal on a Settlement Date or (iii) at any other time reasonably requested by an Agent or a Forward Purchaser (each date of filing of one or more of the documents referred to in clauses (im)(i)(1) through (ivm)(i)(4), each time that Shares are delivered to an Agent as principal on a Settlement Date and any time of request pursuant to this Section 4(m) shall be a “Representation Date”); the Company shall furnish MLV (but in the case of clause (iv) above only if MLV reasonably determines that Agents and the information contained in such Form 8-K is material) Forward Purchasers with a certificate, in the form attached hereto as Exhibit 7(l)4(m) as promptly as possible and in no event later than the earlier of (A) the first Applicable Time relating to the first contract of sale of any Shares following a Representation Date or (B) three (3) Trading Days of such Representation Date. The requirement to provide a certificate under this Section 7(l4(m) shall be deemed 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, at which time such automatic waiver shall apply again if no Placement Notice is pending at that time; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report an 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 the Agents and Forward Purchasers with a certificate under this Section 7(l4(m), then before the Company delivers the Placement Notice or MLV any Agent sells any Placement Shares, the Company shall provide MLV the Agents and the Forward Purchasers with a certificate, in the form attached hereto as Exhibit 7(l4(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On (1) Prior to the date of this Agreement the first Placement Notice and (2) following delivery of the first Placement Notice, each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of initial effectiveness of the Registration Statement) 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 (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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K 8‑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(l)necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending (including, for purposes of clarity, during which a Suspension is 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 under a suspended Placement Notice (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 Date for any Representation Date on which the Company files its annual report on Form 10-K. requirement to provide a certificate under this Section 7(l) is not waived pursuant to the terms hereof. 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 the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or MLV the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide MLV the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(l), dated of the date of the Placement NoticeNotice or the date that the instructions for the sale of Placement Shares are issued, as applicable.

Representation Dates; Certificate. On or prior to the date delivery of this Agreement the first Placement Notice and each time during the term of this Agreement the CompanyCompany subsequently: (i) files amends or supplements the Registration Statement or the U.S. 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 by means of a post-effective amendment, stickersticker or supplement, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the U.S. Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-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 current report on Form 86-K containing amended audited financial information (other than 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 (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 (but in the case of clause (iv) above only if MLV reasonably determines that the information contained in such Form 8-K is material) FBR with a certificate, in the form attached hereto as Exhibit 7(l)7(k) within five (5) Trading Days. The requirement to provide a certificate under this Section 7(l7(k) 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 or Form 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 MLV FBR with a certificate under this Section 7(l7(k), then before the Company delivers the Placement Notice or MLV FBR sells any Placement Shares, the Company shall provide MLV FBR with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice is given hereunder and thereafter each time during the term of this Agreement 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) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); ; (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 audited financial information (other than an earnings release, to “furnish” 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 (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 the Sales Agents within three (but in the case of clause (iv3) above only if MLV reasonably determines that the information contained in such Form 8-K is material) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV the Sales Agents with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV the Sales Agents sells any Placement Shares, the Company shall provide MLV the Sales Agents with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice pursuant to this Agreement agreement (the “First Placement Notice Date”) and each time during the 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, sticker or supplement but not by means of incorporation of documents document(s) by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than information an earnings release that is “furnished” pursuant to Items Item 2.02 or Item 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. 144K) 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 MLV the Agent (but in the case of clause (iv) above above, only if MLV reasonably determines that the information contained a Placement Notice is pending or in such Form 8-K is material) effect, with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide MLV the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or MLV the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date that the first Units are sold pursuant to the terms of this Agreement and and: (1) each time during the term of this Agreement the CompanyPartnership: (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 Shares) the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits; (ii) files an annual report on Form 1020-K F under the Exchange Act (including the date of each such 20-F filing, and any Form 10-K/A that contains restated financial statementsdate on which an amendment to any such document is filed, an “Annual Filing Date”); (iii) files its a quarterly reports report on Form 106-Q K (other than an Earnings 6-K) under the Exchange ActAct containing reviewed quarterly financial statements (the date of each such 6-K filing, and any date on which an amendment to any such document is filed); or (iv) files a current report on Form 86-K containing amended audited financial information statements, which are incorporated by reference into the Registration Statement; (other than information “furnished” 2) at any time the Units are delivered to the Manager as principal 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 a Terms Agreement; and (3) at any other time reasonably requested by the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Manager (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 4(n) shall be a “Representation Date”); , the Company Partnership shall furnish MLV the Manager (but or in the case of clause (iv2) above only if MLV reasonably determines that above, the information contained in relevant Manager party to such Form 8-K is materialTerms Agreement) with a certificate, in the form attached hereto as Exhibit 7(l)D within three Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l4(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice instruction by the Partnership to the Manager to sell Units under this Agreement is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder an instruction to the Manager to sell Units pursuant to Section 3(a) hereof (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. that is an Annual Filing Date. Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide MLV the Manager with a certificate under this Section 7(l4(n), then before the Company Partnership delivers an instruction pursuant to Section 3(a) or the Placement Notice or MLV Manager sells any Placement SharesUnits, the Company Partnership shall provide MLV the Manager with a certificate, in the form attached hereto as Exhibit 7(l)D, dated the date of the Placement Noticesuch instruction.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and and: (1) each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares Securities 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 Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities (except as set forth in clauses (ii) through (v)); (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)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; or (v) files a current report on Form 8-K containing amended audited financial information (other than 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. 144K) under the Exchange Act Act; and (2) amends any document referred to in clauses (1)(ii) through (v) above (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (ivv) and any time of request pursuant to this Section 7(o) 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) Agent with a certificate, in the form attached hereto as Exhibit 7(l)E, executed by the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, within three Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(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 MLV the Agent with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or MLV the Agent sells any Placement SharesSecurities, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 audited financial information (other than 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 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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is materialmaterial and informs the Company of such determination in writing) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Units are sold pursuant to the terms of this Agreement and and: (1) each time during the term of this Agreement the CompanyPartnership: (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 Shares) the Registration Statement or the Prospectus relating to the Placement Shares Units by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release or to “furnish” 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. 144K) under the Exchange Act Act; (2) at any time the Units are delivered to any Manager as principal pursuant to a Terms Agreement; and (3) at any other time reasonably requested by the Managers (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv), such time the Units are delivered to the Managers as referred to in clause (2) above and any time of request pursuant to this Section 4(n) shall be a “Representation Date”); , the Company Partnership shall furnish MLV the Managers (but or in the case of clause (iv3) above only if MLV reasonably determines that above, the information contained in relevant Manager party to such Form 8-K is materialTerms Agreement) with a certificate, in the form attached hereto as Exhibit 7(l)D, modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date and time of delivery of such certificate, within three Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l4(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice instruction by the Partnership to any Manager to sell Units under this Agreement is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder an instruction to any Manager to sell Units pursuant to Section 3(a) hereof (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 Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date when the Company Partnership relied on such waiver and did not provide MLV the Managers with a certificate under this Section 7(l4(n), then before the Company Partnership delivers the Placement Notice an instruction pursuant to Section 3(a) or MLV any Manager sells any Placement SharesUnits, the Company Partnership shall provide MLV such Manager with a certificate, in the form attached hereto as Exhibit 7(l)D, dated the date of the Placement Noticesuch instruction.

Representation Dates; Certificate. On or prior to the date that the first Securities are sold pursuant to the terms of this Agreement and and: (1) each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares Securities 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 Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release, to “furnish” 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ (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 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(l)E within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(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 MLV ▇▇▇▇▇▇▇ ▇▇▇▇▇ with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or MLV sells ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ any Placement SharesSecurities, the Company shall provide MLV ▇▇▇▇▇▇▇ ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(l)E, dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice pursuant to this Agreement (the “First Placement Notice Date”) 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, ADS Registration Statement or the Prospectus (other than a (x) prospectus supplement filed in accordance with Section 7(l) of this Agreement or (y) 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 by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference into the Registration Statement, ADS Registration Statement or the Prospectus relating to the Placement SharesProspectus; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 20-F); (iii) files its quarterly reports a report on Form 106-Q K containing quarterly or half-year financial information (including any Form 6-K/A containing amended financial information or a material amendment to the previously filed report on Form 6-K containing quarterly or half-year financial information) under the Exchange Act; or (iv) files a current report on Form 86-K containing amended audited financial information (other than 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 that is material to the reclassification offering of certain properties as discontinued operations securities of the Company in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Agent’s reasonable discretion (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 the Agent (but in the case of clause (iv) above only if MLV reasonably determines that (1) a Placement Notice is pending or in effect and (2) the information contained in Agent requests such certificate within three Business Days after the filing of such Form 86-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement, ADS Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide MLV the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or MLV the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports report on Form 10-Q under the Exchange ActAct for the Company’s second fiscal quarter; or (iv) files a current report on Form 8-K containing amended audited financial information (other than 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 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 ) The Company shall furnish MLV the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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 any 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, (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 MLV the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 1020-KF/A that contains restated containing amended audited financial statementsinformation or a material amendment to the previously filed Form 20-F); (iii) files its unaudited quarterly reports or semi-annual financial statements and management’s discussion and analysis on Form 106-Q K under the Exchange Act; or (iv) files a current report on Form 86-K containing amended audited financial information (other than 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 containing an amendment of financial information referred to in clauses (each ii) and (iii); (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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 86-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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 MLV the Agent with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than by means of 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation or a material amendment to the previously filed Form 10-K) (the “10-K Representation Date”); (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 audited financial information (other than 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 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 AGP (but in the case of clause (iv) above only if MLV AGP reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(ll) 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, (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 MLV AGP with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV AGP sells any Placement Shares, the Company shall provide MLV AGP with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement and the first Placement Notice is given hereunder and, thereafter, each time during the term of this Agreement 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) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); ; (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 audited financial information (other than an earnings release, to “furnish” 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 (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 the Sales Agent within three (but in the case of clause (iv3) above only if MLV reasonably determines that the information contained in such Form 8-K is material) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV the Sales Agent with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV the Sales Agent sells any Placement Shares, the Company shall provide MLV the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date that the first Placement Securities are sold pursuant to the terms of this Agreement and and: (1) each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Placement Shares Securities 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 Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A that contains restated financial statements)Act; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release, to “furnish” 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 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 Agents (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 , 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) Agents with a certificate, in the form attached hereto as Exhibit 7(l)F within three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(o) including with respect to clause (2) above, shall be waived for any Representation Date occurring at a time at which no Placement Notice or Forward Instruction 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 or Forward Instruction 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 offer or sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide MLV the Agents with a certificate under this Section 7(l7(o), then before the Company delivers the Placement Notice or MLV sells Forward Instruction Notice, or the Agents sell any Placement SharesSecurities, the Company shall provide MLV each Agent with a certificate, in the form attached hereto as Exhibit 7(l)F, dated the date of the Placement Notice or Forward Instruction Notice, as applicable.

Representation Dates; Certificate. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and each time during the term of this Agreement 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)) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated financial statements); 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 audited financial information (other than an earnings release, to “furnish” 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 reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act or (v) files a Form 8-K under the Exchange Act for any other purpose (other than to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K) (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Representation Date”); the Company shall furnish MLV CF&Co (but in the case of clause clauses (iv) and (v) above only if MLV CF&Co reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(m) 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 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 CF&Co with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV CF&Co sells any Placement Shares, the Company shall provide MLV CF&Co with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement NoticeNotice .

Representation Dates; Certificate. On or prior to the date of on which the Company first delivers a Placement Notice pursuant to this Agreement agreement (the “First Placement Notice Date”) and each time during the term of this Agreement the Company: (i) files amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares or amends or supplements (other than (x) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (y) 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 by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents document(s) by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than information an earnings release that is “furnished” pursuant to Items Item 2.02 or Item 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. 144K) 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 MLV the Agent (but in the case of clause (iv) above only if MLV reasonably determines that (1) a Placement Notice is pending or in effect and (2) the information contained in Agent requests such certificate within three Business Days after the filing of such Form 8-K is materialwith the Commission) with a certificate, in the form attached hereto as Exhibit 7(l7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or in effect, or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) 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 on which the Company relied on such the waiver referred to in the previous sentence and did not provide MLV the Agent with a certificate under this Section 7(l7(m), then before the Company delivers the a Placement Notice or MLV the Agent sells any Placement SharesShares pursuant thereto, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation 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 and audited financial information (other than 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 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 the Agents (but in the case of clause (iv) above only if MLV the Agents reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate under this Section 7(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, (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 MLV the Agents with a certificate under this Section 7(l), then before the Company delivers the Placement Notice or MLV an Agent sells any Placement Shares, the Company shall provide MLV the Agents with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement the first Placement Notice is given hereunder and each time during the term of this Agreement 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) a prospectus supplement relating solely filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation or a material amendment to the previously filed Form 10-K); ; (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release, to “furnish” 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; or (v) files a Form 8-K under the Exchange Act for any other purpose (other than to “furnish” information pursuant to Items 2.02 or 7.01 of revised Form 8-K) (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Representation Date”); , the Company shall furnish MLV Noble within three (3) Trading Days after each Representation Date (but in the case of clause (ivv) above above, only if MLV Noble reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(m). The requirement to provide a certificate under this Section 7(l7(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 MLV Noble with a certificate under this Section 7(l7(p), then before the Company delivers the Placement Notice or MLV Noble sells any Placement Shares, the Company shall provide MLV Noble with a certificate, in the form attached hereto as Exhibit 7(l7(p), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference 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 (including any Form 10-K/A that contains restated containing amended financial statementsinformation 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 audited financial information (other than 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 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 FBR no later than five (5) Trading Days after each Representation Date (but in the case of clause (iv) above only if MLV reasonably FBR determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV FBR with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV FBR sells any Placement Shares, the Company shall provide MLV FBR with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into 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 (including any Form 10-K/A that contains restated containing amended audited financial statementsinformation or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) files a current report Current Report on Form 8-K containing amended audited financial information (other than 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 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 the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Current Report on Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (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 MLV the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date delivery of this Agreement the first Placement Notice and each time during the term of this Agreement the CompanyCompany subsequently: (i) files a U.S. Prospectus relating to the Placement Shares, amends the Registration Statement by means of a post-effective amendment or amends or supplements 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 by means of a post-effective amendmentsticker or supplement, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the U.S. Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-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 current report on Form 86-K containing amended audited financial information (other than 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 (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 (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(l)) within three Trading Days. The requirement to provide a certificate under this Section 7(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 or Form 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 MLV with a certificate under this Section 7(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(l), dated the date of the Placement Notice.

Representation Dates; Certificate. On the date of this Agreement and each Each time during the term of this Agreement that 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 by means of a post-effective amendment, sticker, sticker or prospectus supplement but not by means of incorporation of documents by reference 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 (including any Annual Report on Form 10-K/A that contains restated containing amended audited financial statementsinformation or a material amendment to the previously filed Annual Report on 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 audited financial information (other than 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 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 MLV the Agent (but in the case of clause (iv) above only if MLV the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l7(1). The requirement to provide a certificate under this Section 7(l7(1) 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, (A) upon the delivery of the first Placement Notice hereunder and (B) 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 the Agent with a certificate under this Section 7(l7(1), then before the Company delivers the Placement Notice or MLV Agent sells any Placement Shares, the Company shall provide MLV the Agent with a certificate, in the form attached hereto as Exhibit 7(l7(1), dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the date of this Agreement First Delivery Date and each time during the term of this Agreement 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 or filed solely for the purpose of reducing the amount of Placement Shares that may be sold pursuant to this Agreement or suspending the sale of Placement Shares under this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents document(s) by reference into 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 (including any Form the “10-K/A that contains restated financial statementsK Representation Date”); ; (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 release and other than 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. 144K) under the Exchange Act and Cowen reasonably determines that the information contained in such current report on Form 8-K is material (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Bring-Down 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) Cowen with a certificate, in the form attached hereto as Exhibit 7(l)7(m) within three (3) Trading Days of any Bring-Down Date, if requested by Cowen. The requirement to provide a certificate under this Section 7(l7(m) shall be waived for any Representation Bring-Down 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 Bring-Down Date) and the next occurring Representation Bring-Down Date; provided, however, that such waiver shall not apply for any Representation Bring-Down 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 Bring-Down Date when the Company relied on such waiver and did not provide MLV Cowen with a certificate under this Section 7(l7(m), then before the Company delivers the Placement Notice or MLV Cowen sells any Placement Shares, the Company shall provide MLV Cowen with a certificate, in the form attached hereto as Exhibit 7(l7(m), dated the date of the Placement Notice.