Common use of Legal Opinion Clause in Contracts

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of ▇Squire ▇▇▇▇▇▇ Procter ▇▇▇▇▇ LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of Ba▇▇▇ & Ho▇▇▇▇▇▇▇ Procter LLP▇LP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the Agents (i) written opinion opinions and a negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇▇ Procter LLP& Bockius LLP (“Company Counsel”), as counsel to the Company(ii) a negative assurance letter of DLA Piper LLP (US) (“Company Regulatory Counsel”) and (iii) a negative assurance letter of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C. (“Company IP Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)Agents, substantially in form and substance reasonably satisfactory to the form previously agreed between the Company and the Sales AgentAgents. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the written opinion and Agents a negative assurance letter of each of Company Counsel, as applicable, substantially Company Regulatory Counsel and Company IP Counsel in the forms previously agreed between the Company form and the Sales Agent, modified, as necessary, to relate substance reasonably satisfactory to the Registration Statement and the Prospectus as then amended or supplementedAgents; providedprovided that, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counselletters for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) a written opinion, a negative assurance letter and a written tax opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the written Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as ▇▇▇▇▇▇▇▇ ▇(▇)-▇, ▇(▇)-▇ ▇▇▇ ▇(▇)-▇, ▇▇▇ (▇▇) a written opinion of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the CompanyLLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)Agent, dated the date that the opinion is required to be delivered, substantially in similar to the form previously agreed between the Company and the Sales Agentattached hereto Exhibit 7(m)-4. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the written opinion and a negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, howeverin lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent (i) a written opinion, a negative assurance letter and a written tax opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Company Counsel”), or other counsel reasonably satisfactory to the written Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the form attached hereto ▇▇▇▇▇▇▇▇ ▇(▇)-▇, ▇(▇)-▇ ▇▇▇ ▇(▇)-▇, ▇▇▇ (▇▇) a written opinion of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the CompanyLLP (“Maryland Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)Agent, dated the date that the opinion is required to be delivered, substantially in similar to the form previously agreed between the Company and the Sales Agentattached hereto Exhibit 7(m)-4. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the written opinion and a negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, howeverin lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent within one (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (31) Trading Days after Day of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇ ▇▇▇▇▇ a written opinion and negative assurance letter of each ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel reasonably satisfactory to ▇▇ ▇▇▇▇▇, substantially in form and substance satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, dated the forms previously agreed between date that the Company and the Sales Agentopinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each in lieu of such opinions for subsequent Bring-Down Dates, Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent ▇▇ ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇ ▇▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the date Company shall cause to be furnished to ▇▇ ▇▇▇▇▇ on the Principal Settlement Date a written opinion of such Reliance Letter)Company Counsel, or other counsel reasonably satisfactory to ▇▇ ▇▇▇▇▇, in form and substance reasonably satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, dated the Principal Settlement Date.

Legal Opinion. (i) On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, ii) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of each ▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and a written negative assurance letter of Company Counsel; provided, however, that if each the Company Counsel has previously furnished shall be required to furnish to the Sales Agent such written no more than one opinion and negative assurance letter from Company Counsel hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or other counsel satisfactory to be furnished ▇▇▇▇▇, to the Sales Agent the furnish to ▇▇▇▇▇ a written opinion and negative assurance of assurances statement, each Company Counsel, as applicable, substantially in the forms previously agreed between the Company form and the Sales Agentsubstance reasonably satisfactory to ▇▇▇▇▇ and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and (ii) the Company’s general counsel to furnish to ▇▇▇▇▇ a written opinion in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended and supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In addition, in connection with the initial Representation Date and promptly after each Representation Date on which the Company files its Annual Report on 10-K (or, if the Company has notified ▇▇▇▇▇ that it does not then presently intend to make sales of Placement Shares under this Agreement, then the next date on which written opinions are delivered under this Agreement), the Company will furnish or cause to be furnished to ▇▇▇▇▇ and to counsel to ▇▇▇▇▇ the written opinion and letter of intellectual property counsel to the Company, dated the date of filing with the Commission of such Reliance Letter)document, in a form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel.

Legal Opinion. On or prior to the date that the first Placement Notice is given hereunder, the Company shall cause to be furnished Securities are sold pursuant to the Sales Agent the written opinion terms of this Agreement, and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent within two (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (32) Trading Days after of each Representation Date with respect to which the Company is Transaction Entities are obligated to deliver a certificate pursuant to Section 7(m) in the form attached hereto as Exhibit D for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company Transaction Entities shall cause to be furnished to each of the Sales Agent the Agents, Forward Purchasers, and Forward Sellers a written opinion and negative assurance of each ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Transaction Entities (“Company Counsel”), as applicableand ▇▇▇▇▇▇▇ LLP, special Maryland counsel to the Company (“Maryland Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, dated the date that the opinion is required to be delivered, substantially in similar to the forms previously agreed between the Company form attached hereto as Exhibit C-1 and the Sales AgentExhibit C-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents, Forward Purchasers, and Forward Sellers may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(p) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterRepresentation Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of O▇▇▇▇▇ Frome W▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), in each case substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each the Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each the Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date that the first Placement Notice is given hereunder, the Company shall cause to be furnished Securities are sold pursuant to the Sales Agent the written opinion terms of this Agreement, and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) in the forms attached hereto as Exhibit E-1 and E-2 for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the KeyBanc (i) a written opinion and negative assurance of each P▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel satisfactory to KeyBanc, in form and substance satisfactory to KeyBanc and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibits F-1 and F-2, modified, as applicablenecessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, (ii) a written opinion of V▇▇▇▇▇▇ LLP, Maryland counsel for the Company (“Maryland Counsel”), or other counsel satisfactory to KeyBanc, in form and substance satisfactory to KeyBanc and its counsel, dated the date that the opinion is required to be delivered, substantially in similar to the forms previously agreed between form attached as Exhibit G, modified, as necessary, to relate to the Company Registration Statement and the Sales AgentProspectus as then amended or supplemented and (iii) a written opinion from the general counsel of the Company, dated the date that the opinion is required to be delivered, substantially similar to the form attached as Exhibit H, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, such counsel may furnish the Sales Agent KeyBanc with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent KeyBanc may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(p) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterRepresentation Date).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the (i) a written opinion and negative assurance letter of each ▇▇▇▇▇▇ LLP, U.S. counsel to the Company (“U.S. Company Counsel”), as applicableand (ii) a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially in the forms previously agreed between Canadian counsel for the Company and (“Canadian Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent, modified, as necessaryin form and substance reasonably satisfactory to Agent and its counsel, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished shall be required to the Sales furnish to Agent such written no more than one opinion and one negative assurance letter from each such counsel hereunder per calendar quarter; provided, further, that in lieu of such counselopinions or negative assurance letters for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel from U.S. Company Counsel and/or Canadian Company Counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and or negative assurance letter of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and or negative assurance letter, as the case may be, shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇▇▇▇ Procter LLP, as counsel to the Companywritten opinions and a negative assurance letter of Dentons US LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)▇▇▇▇▇▇▇▇▇▇, substantially in the form previously agreed between the Company and the Sales Agentattached hereto as Exhibit 7(m). Thereafter, within three five (35) Trading Days after of each Representation Date Date, other than pursuant to Section 7(l)(iii) and Section 7(l)(iv), with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇▇▇▇▇▇▇▇▇ a written opinion and negative assurance letter of each Company Counsel, as applicable, substantially Counsel in the forms previously agreed between the Company and the Sales Agentform attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, howeverprovided that, that if each ▇▇▇▇▇▇▇▇▇▇ reasonably requests a negative assurance letter in connection with a Representation Date pursuant to Section 7(l)(iii) or Section 7(l)(iv), upon such request such negative assurance letter shall be deliverable to ▇▇▇▇▇▇▇▇▇▇ hereunder, and provided that, if a new registration statement is filed with the Commission in connection with this Agreement or there is a material amendment to the Registration Statement, then Company Counsel has previously furnished shall deliver an opinion on the filing, effectiveness and form of such new registration statement or amended Registration Statement in addition to the Sales Agent such written opinion and a negative assurance letter; provided further that, in lieu of such counselnegative assurance letter for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent ▇▇▇▇▇▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇▇▇▇▇▇▇▇▇ may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date that the first Placement Notice Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company and the Operating Partnership are obligated to deliver a certificate in the form attached hereto as Exhibit 7(n) for which no waiver is given hereunderapplicable, the Company shall cause to be furnished to the Sales Agent the Agents written opinion opinions of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P. and negative assurance of ▇V▇▇▇▇▇▇ Procter LLPLLP (together, in such capacity, “Company Counsel”) and of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P. as counsel to the Companycertain tax matters (in such capacity, “Tax Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”Agents, in substantially the forms attached hereto in Exhibit 7(o), substantially in dated the form previously agreed between date that the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause opinions are required to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agentdelivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, provided however, that if each (i) the Company Counsel has previously furnished shall not be required to furnish to the Sales Agent Agents such written opinion opinions or Reliance Letters (as defined below) more than once per calendar quarter and negative assurance (ii) in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(o) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterRepresentation Date).

Legal Opinion. On or prior (i) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent: (A) a written opinion of Dentons Canada LLP, Canadian counsel to the Company (“Canadian Counsel”), addressed to the Agent, in form and substance satisfactory to the Agent the and its counsel; (B) a written opinion and negative assurance of each O▇▇▇▇▇ R▇▇▇▇▇▇▇▇▇ LLP counsel to the Company (“U.S. Counsel”), as applicableaddressed to the Agent, in form and substance satisfactory to the Agent and its counsel; (C) a written opinion and negative assurance letter of K▇▇▇▇▇▇ L▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special intellectual property counsel for the Company (“IP Counsel”), addressed to the Agent, in form and substance satisfactory to the Agent and its counsel; and of other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent (x) with respect to the first Placement Notice, a written opinion of M▇▇▇▇▇▇▇▇ Will & E▇▇▇▇ LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form attached hereto as Exhibit 7(m), and (y) with respect to each Representation Date, a standard Rule 10b-5 negative assurance of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate letter relating to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished shall be required to the Sales furnish to Agent such written no more than one opinion and or negative assurance letter hereunder per calendar quarter; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior (i) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the Agent: (A) (i) a written opinion and negative assurance of each ▇▇▇▇ & Loeb LLP and (ii) a written opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (collectively with ▇▇▇▇ & Loeb LLP, “Company Counsel”) addressed to the Agent, as applicableeach in form and substance reasonably satisfactory to the Agent and its counsel; and of other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the a written opinion and a negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Procter LLP▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, as counsel to the CompanyP.C. (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)Agent, substantially each in form and substance reasonably satisfactory to the form previously agreed between the Company and the Sales Agent. Thereafter, within three five (35) Trading Days after of each Representation Date under Sections 7(k)(ii) and 7(k)(iii) with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(k) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the written opinion and (i) a negative assurance letter of Company Counsel for each Representation Date under Sections 7(k)(ii) and 7(k)(iii) and (ii) an opinion letter of Company CounselCounsel for each Representation Date under Section 7(k)(ii), each in form and substance reasonably acceptable to the Agent and its counsel, modified as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(l) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇A▇▇▇▇▇▇ Procter LLP▇.▇., PLLC, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date that the first Placement Notice is given hereunder, the Company shall cause to be furnished Securities are sold pursuant to the Sales Agent the written opinion terms of this Agreement, and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Date with respect to which the Company is Transaction Entities are obligated to deliver a certificate pursuant to Section 7(m) in the form attached hereto as Exhibit D for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company Transaction Entities shall cause to be furnished to the Sales Agent the ▇▇▇▇▇ Fargo Securities a written opinion and negative assurance of each ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Transaction Entities (“Company Counsel”), as applicableand ▇▇▇▇▇▇▇ LLP, special Maryland counsel to the Company (“Maryland Counsel”), or other counsel satisfactory to ▇▇▇▇▇ Fargo Securities, in form and substance satisfactory to ▇▇▇▇▇ Fargo Securities and its counsel, dated the date that the opinion is required to be delivered, substantially in similar to the forms previously agreed between the Company form attached hereto as Exhibit C-1 and the Sales AgentExhibit C-2, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent ▇▇▇▇▇ Fargo Securities with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇▇▇▇ Fargo Securities may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(p) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterRepresentation Date).

Legal Opinion. On or prior to the date that the first Placement Notice Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company, the Operating Partnership and the Manager are obligated to deliver certificates in the forms attached hereto as Exhibits 9(m)(i), 9(m)(ii) and 9(m)(iii) for which no waiver is given hereunderapplicable, the Company shall cause to be furnished to the Sales Agent (i) the written opinions of Sidley Austin LLP (“Company Counsel”), (ii) the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to LLP (“Maryland Counsel”) and (iii) the Companywritten opinion of the Chief Legal Officer and Secretary of the Company (“Internal Counsel”), or other counsel reasonably satisfactory to the Sales Agent, in form and substance satisfactory to the Agent (“Company Counsel”and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit 9(n)(i), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(mExhibit 9(n)(ii), Exhibit 9(n)(iii) and not more than once per calendar quarterExhibit 9(n)(iv), the Company shall cause to be furnished to the Sales Agent the written each such opinion and negative assurance of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the of Company Counsel, Maryland Counsel and the Sales Agent, then each Company Internal Counsel may, in respect of any future Representation Date, may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n9(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In giving any such opinion, Sidley Austin LLP may rely as to matters involving the laws of the State of Maryland upon the opinion of ▇▇▇▇▇▇▇ LLP or other Maryland counsel reasonably satisfactory to the date of such Reliance Letter)Agent.

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the Agents a written opinion and a negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”) and a written opinion of ▇▇▇▇▇▇▇ Procter ▇▇▇▇▇ S.C., intellectual property counsel for the Company (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), Wilson, Sonsini, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., intellectual property counsel for the Company (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), ▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as intellectual property counsel to for the CompanyCompany (“▇▇▇▇▇▇▇▇”) and in-house counsel for the Company (and together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ “Intellectual Property Counsel”) or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)Agents, substantially each in form and substance reasonably satisfactory to the form previously agreed between the Company and the Sales AgentAgents. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the Agents a written opinion and negative assurance letter of each Company Counsel, as applicable, substantially Counsel and written opinions of Intellectual Property Counsel in the forms previously agreed between the Company form and the Sales Agent, modified, as necessary, to relate substance reasonably satisfactory to the Registration Statement and the Prospectus as then amended or supplementedAgent; providedprovided that, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counseland legal opinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents may rely on the prior opinion and negative assurance of such counsel letter and legal opinion previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the FBR (i) written opinion opinions and a negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company& Lardner LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)FBR, substantially in the form previously agreed between attached hereto as Exhibits 7(m)(1) and 7(m)(2), respectively and (ii) written opinions of the Company and Company’s General Counsel in the Sales Agentform attached hereto as Exhibit 7(m)(3). Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m)applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the FBR a written opinion and negative assurance letter of each Company Counsel, as applicable, substantially Counsel in the forms previously agreed between the Company and the Sales Agentform attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counselfor subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent FBR with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent FBR may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date that the first Placement Notice is given hereunder, the Company shall cause to be furnished Securities are sold pursuant to the Sales Agent the written opinion terms of this Agreement, and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent within five (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) in the form attached hereto as Exhibit F for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the Agents a written opinion and negative assurance of each W▇▇▇▇▇▇▇, Lipton, R▇▇▇▇ & K▇▇▇ (“Company Counsel”), as applicableor other counsel satisfactory to the Agents, in form and substance satisfactory to the Agents and its counsel, dated the date that the opinion is required to be delivered, substantially in similar to the forms previously agreed between the Company and the Sales Agentform attached hereto as Exhibit E, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(p) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to at such Representation Date); provided further, however, that the date obligation of such Reliance Letter)the Company under this Section 7(p) shall be deferred during any suspension period as described in Section 4.

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the (i) a written opinion and negative assurance letter of each Company CounselO’Melveny & ▇▇▇▇▇ LLP, as applicableU.S. counsel to the Company, (ii) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as Cayman counsel to the Company, and (iii) a written opinion of JunHe LLP, as IP counsel to the Company, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished shall be required to furnish to the Sales Agent such written no more than one opinion and negative assurance letter from O’Melveny & ▇▇▇▇▇ LLP and one opinion from ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and JunHe LLP per calendar half and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar half until such time as the Company delivers the next Placement Notice; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent Agents the written opinion and negative assurance of Johnson, Pope, ▇▇▇▇▇, ▇▇▇▇▇▇ Procter & ▇▇▇▇▇, LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent Agents (“Company Counsel”), in each case substantially in the form previously agreed between the Company and the Sales AgentAgents. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent Agents the written opinion and negative assurance of each the Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales AgentAgents, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished to the Sales Agent Agents such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales AgentAgents, then each the Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇▇▇▇ a written opinion and a negative assurance letter of each ▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel reasonably satisfactory to ▇▇▇▇▇, in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the date that the opinion is required to be delivered, substantially in similar to the forms previously agreed between the Company form attached hereto as Exhibit 7(n)(i) and the Sales AgentExhibit 7(n)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion opinions and negative assurance of such counselletters for subsequent Bring-Down Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel letter delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to ▇▇▇▇▇ on the Principal Settlement Date a written opinion of Company Counsel, or other counsel reasonably satisfactory to ▇▇▇▇▇, in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the Principal Settlement Date, substantially similar to the date of such Reliance Letterform attached hereto as Exhibit 7(n)(i).

Legal Opinion. On or prior to No later than ten Trading Days following the date the first of each Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the ▇▇ ▇▇▇▇▇ a written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company▇▇▇▇ and ▇▇▇▇▇▇▇ (“Bermuda Company Counsel”), or other counsel reasonably satisfactory to ▇▇ ▇▇▇▇▇, in form and substance satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, dated the Sales Agent date of the Placement Notice, substantially similar to the form attached hereto as Exhibit 7(n)(1)(A) and a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel reasonably satisfactory to ▇▇ ▇▇▇▇▇, in form and substance satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, dated the date of the Placement Notice, substantially in similar to the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(mattached hereto as Exhibit 7(n)(1)(B), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agentrespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to ▇▇ ▇▇▇▇▇ no more than one opinion from each Counsel hereunder per calendar quarter; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Placement Notices, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent ▇▇ ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇ ▇▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such Reliance Letterthe Placement Notice).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of ▇▇▇▇▇▇▇▇▇▇ Procter LLPPLLC, as corporate counsel to the CompanyCompany (“Company Corporate Counsel”) and (ii) the written opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P.C., Nevada counsel to the Company (“Nevada Company Counsel”) or other counsel reasonably satisfactory to the Sales Agent (together with Company Corporate Counsel and Nevada Company Counsel, “Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent within one (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (31) Trading Days after Day of each Representation subsequent Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇ ▇▇▇▇▇ a written opinion and negative assurance letter of each ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”) and written opinion of ▇▇▇▇▇▇▇ Procter LLP, as applicable, substantially in the forms previously agreed between intellectual property counsel to the Company (“Company IP Counsel”), or other counsel reasonably satisfactory to ▇▇ ▇▇▇▇▇, in form and substance reasonably satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, dated the Sales Agentdate that the opinions or negative assurance letters are required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company shall be required to furnish no more than one opinion of Company IP Counsel per Annual Report on Form 10-K filed by the Company unless such opinion relates to the filing of a current report on Form 8-K with respect to any material acquisition by the Company after the date of this Agreement or in connection with a Block Sale; provided, further that in lieu of such opinions or negative assurance letters for subsequent Bring-Down Dates, Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counselor Company IP Counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agentas applicable, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent ▇▇ ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇ ▇▇▇▇▇ may rely on the a prior opinion and or negative assurance of such counsel letter delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterBring-Down Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior (i) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, ii) within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the Agent: (A) a written opinion and negative assurance and a written opinion regarding certain of each the Company’s intellectual property and certain disclosure related thereto of S▇▇▇▇▇▇▇, M▇▇▇▇▇, R▇▇▇▇▇▇ & H▇▇▇▇▇▇ LLP (“Company Counsel”) addressed to the Agent, as applicablein form and substance satisfactory to the Agent and its counsel; (B) a written opinion of Aura IP Law regarding the Company’s intellectual property and certain disclosure related thereto (“IP Counsel”) addressed to the Agent, in form and substance satisfactory to the Agent and its counsel; and of other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the MLV written opinion opinions and negative assurance of ▇▇▇▇▇▇▇ Procter LLPLeClairRyan, as counsel to the CompanyA Professional Corporation (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)MLV, covering opinions and statements substantially in the form previously agreed between the Company forms attached hereto as Exhibits 7(m)(1) and the Sales Agent7(m)(2). Thereafter, within three five (35) Trading Days after each subsequent Representation Date Date, with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(1) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the written opinion and MLV a negative assurance letter of each Company Counsel, as applicableor other counsel reasonably satisfactory to MLV, substantially in the forms previously agreed between the Company and the Sales Agentform attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to MLV no more than one negative assurance letter hereunder per calendar quarter; provided, further, that if each in lieu of such negative assurance letters for subsequent periodic filings under the Exchange Act, Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent MLV with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent MLV may rely on the a prior opinion and negative assurance of such counsel letter delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇Stroock & Stroock & ▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the Agents a written opinion and a negative assurance letter of DLA Piper LLP (US) (“Company Counsel”), counsel to the Company as to certain matters of U.S. law, and a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Procter LLP& Riegels, as counsel to the CompanyCompany as to certain matters of Cayman Islands law (“Company Cayman Islands Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)Agents, substantially each in form and substance reasonably satisfactory to the form previously agreed between the Company and the Sales AgentAgents. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the written opinion and Agents a negative assurance letter of each Company Counsel, as applicable, substantially Counsel in the forms previously agreed between the Company form and the Sales Agent, modified, as necessary, to relate substance reasonably satisfactory to the Registration Statement and the Prospectus as then amended or supplementedAgents; providedprovided that, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counselfor subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Procter LLPPC, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the Cowen a written opinion and negative assurance of each ▇▇▇▇▇▇▇ Procter LLP (“Company Counsel”), as applicableor other counsel satisfactory to Cowen, in form and substance satisfactory to Cowen and its counsel, dated the date that the opinion is required to be delivered, substantially in similar to the forms previously agreed between the Company form attached hereto as Exhibit 7(n)(i) and the Sales AgentExhibit 7(n)(ii), respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Bring-Down Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Cowen with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Cowen may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to Cowen on the Principal Settlement Date a written opinion of Company Counsel, or other counsel satisfactory to Cowen, in form and substance satisfactory to Cowen and its counsel, dated the Principal Settlement Date, substantially similar to the date of such Reliance Letterform attached hereto as Exhibit 7(n)(i).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the a written opinion and a negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the CompanyLLP (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)Agent, substantially each in form and substance reasonably satisfactory to the form previously agreed between the Company and the Sales Agent. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the written opinion and a negative assurance letter of each Company Counsel, as applicable, substantially Counsel in the forms previously agreed between the Company form and the Sales Agent, modified, as necessary, to relate substance reasonably satisfactory to the Registration Statement and the Prospectus as then amended or supplementedAgent; provided, however, that the Company shall not be required to furnish any such opinion or negative assurance letter if each Company Counsel has previously furnished ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, or other counsel for the Agent, does not also deliver a written opinion or negative assurance letter to the Sales Agent dated as of such written date; provided, further, that with respect to a Representation Date on which the Company files its annual report on Form 10-K under the Exchange Act, if the Company does not intend to deliver a Placement Notice in such calendar year, the requirement to furnish such opinion and or negative assurance letter shall be waived until such time as a Placement Notice is provided; provided, further, that in lieu of such counselnegative assurance letters for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter). .

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of (i) Sichenzia R▇▇▇ ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent Company (“Company Counsel”) and (ii) V▇▇▇▇▇▇ LLP (“Venable”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion opinions and negative assurance assurances of each Company Counsel, as applicable, Counsel and Venable substantially in the forms form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel or Venable has previously furnished to the Sales Agent such written opinion and negative assurance of such counselassurance, in each case substantially in the forms form previously agreed between the Company and the Sales Agent, then each Company Counsel and Venable may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of each Gracin & M▇▇▇▇▇, LLP (“Company Counsel”), as applicablea written opinion of P▇▇▇▇▇▇ ▇▇▇▇▇ & L▇▇▇▇▇▇ (“Company Nevada Counsel”), a written opinion of C▇▇▇▇▇ LLP (“Company Regulatory Counsel”) and a written opinion of C▇▇▇▇▇ LLP (“Company IP Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially in similar to the forms previously agreed between the Company and the Sales Agentform attached hereto as Exhibit 7(m), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of R▇▇▇ ▇▇▇▇▇▇▇ Procter , LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), in each case substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each the Company Counsel, as applicable, Counsel substantially in the forms form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case counsel substantially in the forms form previously agreed between the Company and the Sales Agent, then each the Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of T▇▇▇▇▇▇▇ Procter H▇▇▇ LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the Cowen a written opinion and negative assurance or statement of each ▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel reasonably satisfactory to Cowen, dated the date that the opinion is required to be delivered, substantially in similar to the forms previously agreed between the Company and the Sales Agent, form attached hereto as Exhibit 7(n)(i) modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall not be required to furnish any such opinion or statement if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that if each the Company’s obligation to have Company Counsel has previously furnished to the Sales Agent such written opinion and furnish a negative assurance statement is conditioned upon counsel to Cowen furnishing a negative assurance statement dated as of the same such date; provided, however, that in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Cowen with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Cowen may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterRepresentation Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of D▇▇▇▇▇ & W▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent Agents the written opinion and negative assurance letter of ▇▇▇▇▇ ▇▇▇▇▇▇ Procter LLP, as counsel to the Company, Company (“Company Counsel”) or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales AgentAgents. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent Agents the written opinion and a negative assurance letter of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales AgentAgents, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent Agents such written opinion and negative assurance letter of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales AgentAgents, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance letter of such counsel to the effect that the Sales Agent Agents may rely on the prior opinion and negative assurance letter of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), in each case substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each the Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each the Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the Cowen a written opinion of (i) ▇▇▇▇▇▇ LLP, U.S. counsel (“U.S. Counsel”) and negative assurance of each (ii) ▇▇▇▇▇▇ and Calder (Hong Kong) LLP, special Cayman Islands counsel (“Cayman Counsel”, together with U.S. Counsel , “Company Counsel”), as applicableor other counsel satisfactory to Cowen, substantially in form and substance satisfactory to Cowen and its counsel and subject to customary and appropriate assumptions and qualifications, dated the forms previously agreed between date that the Company and the Sales Agentopinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Bring-Down Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Cowen with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Cowen may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterBring-Down Date).

Legal Opinion. On or prior to the date of the first Placement Notice given hereunder and within five (5) trading Days after each subsequent Representation Date with respect to which the Company is given hereunderobligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Sales Agent the MLV written opinion opinions and a negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the CompanyFenwick & West LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)MLV, substantially in the form previously agreed between the Company attached hereto as Exhibit 7(m)(1) and the Sales Agent7(m)(2), respectively. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m)applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the MLV a written opinion and negative assurance letter of each Company Counsel, as applicable, substantially Counsel in the forms previously agreed between the Company and the Sales Agentform attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counselfor subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent MLV with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent MLV may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇▇▇▇ (i) a written opinion and negative assurance letter of each ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP (“Company Counsel, as applicable, substantially in the forms previously agreed between the Company ”) or other counsel reasonably satisfactory to ▇▇▇▇▇ and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such (ii) a written opinion and negative assurance of such counselSunstein Kann ▇▇▇▇▇▇ & Timbers LLP (“Company IP Counsel”) or other counsel reasonably satisfactory to ▇▇▇▇▇, in each case substantially in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the date that each opinion is required to be delivered; provided the Company shall be required to furnish to ▇▇▇▇▇ no more than one of each such opinion per calendar quarter, except in the forms previously agreed between the Company and the Sales Agentcase of a Block Sale in which ▇▇▇▇▇ requests such opinions pursuant to Section 3 herein; provided, then further, that in lieu of such opinions for subsequent Bring-Down Dates, each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the date Company shall cause to be furnished to ▇▇▇▇▇ on the Principal Settlement Date a written opinion of each of Company Counsel and Company IP Counsel, or such Reliance Letter)other counsel satisfactory to ▇▇▇▇▇, in each case in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the Principal Settlement Date.

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of each ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company had relied on a waiver to not provide the Agent with the opinions under this Section 7(m), then before the Agent sells any Placement Shares, the Company shall provide to the Agent the opinion under this Section 7(m), substantially similar to the forms previously provided to the Agent and its counsel or a Reliance Letter.

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the (i) a written opinion and negative assurance letter of ▇▇▇▇▇▇▇▇▇ Procter LLP▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, as counsel to the CompanyLLP (“▇▇▇▇▇▇▇▇▇”), or other counsel reasonably satisfactory to the Sales Agent Agent, in the form attached hereto as Exhibit 7(m)(1) and 7(m)(2), respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇▇ Mori & Tomotsune (“▇▇▇▇▇▇▇▇ Mori” and, together with ▇▇▇▇▇▇▇▇▇, “Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agentattached hereto as Exhibit 7(m)(1). Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of each Company Counsel, as applicable, substantially Counsel in the forms previously agreed between form attached hereto as Exhibit 7(m)(1) and a negative assurance letter of ▇▇▇▇▇▇▇▇▇ in the Company and the Sales Agentform attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counselletter for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion opinions and negative assurance of ▇▇▇▇▇▇▇ Procter McGuireWoods LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms form previously agreed between the Company and the Sales Agent, then each Company Counsel such counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion opinions and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion opinions and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇▇ Procter ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇ ▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“"Company Counsel”"), in each case substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each the Company Counsel, as applicable, Counsel substantially in the forms form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case counsel substantially in the forms form previously agreed between the Company and the Sales Agent, then each the Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “"Reliance Letter”") in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of each ▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel satisfactory to the Agent, substantially in the forms previously agreed between the Company form and the Sales Agentsubstance satisfactory to Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented and written negative assurances of Company Counsel; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to (i) Within five Business Days (as defined in Section 13 below) of the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion of this Agreement and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, ii) within three (3) five Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the (A) a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ and negative assurance of each ▇▇▇▇▇▇▇ (“Bermuda Company Counsel”), or other counsel reasonably satisfactory to Agent, in form and substance satisfactory to Agent and their respective counsel, dated the date of this Agreement or the Representation Date, as applicable, substantially in the forms form previously agreed between the Parties, (B) a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Company and the Sales Counsel”), or other counsel reasonably satisfactory to Agent, in form and substance satisfactory to Agent and their counsel, substantially in the form previously agreed between the Parties, and (C) a written statement of Company Counsel, or other counsel reasonably satisfactory to Agent, in form and substance satisfactory to Agent and their counsel, substantially in the form previously agreed between the Parties, in each case modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion from each Counsel hereunder per calendar quarter; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(n ) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter), and provided, further, that the statement referred to in the immediately preceding clause (C) shall not be required to be delivered for the first time until the fifth Business Day following the date on which the Registration Statement is first declared effective by the Commission.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the C▇▇▇▇ a written opinion and negative assurance letter of each S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel reasonably satisfactory to C▇▇▇▇, substantially in form and substance reasonably satisfactory to C▇▇▇▇ and its counsel, dated the forms previously agreed between date that the Company and the Sales Agentopinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Bring-Down Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent C▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent C▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date). With respect to any Principal Transaction pursuant to a Terms Agreement, the date Company shall cause to be furnished to C▇▇▇▇ on the Principal Settlement Date a written opinion and negative assurance letter of such Reliance Letter)Company Counsel, or other counsel reasonably satisfactory to C▇▇▇▇, in form and substance reasonably satisfactory to C▇▇▇▇ and its counsel, dated the Principal Settlement Date.

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance letter of each Ropes & Gray LLP. (“Company Counsel”), as applicableor other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each that, other than as required by Section 5(f) or as a result of the filing by the Company Counsel has previously furnished of a Form 10-K/A containing amended financial information or a material amendment to the Sales previously filed Form 10-K or a Form 8-K described in Section 7(l)(2)(iv), the Company shall be required to furnish to the Agent such written no more than one opinion and negative assurance letter hereunder per filing of an Annual Report on Form 10-K and Quarterly Report on Form 10-Q; provided, further, that in lieu of such counsellegal opinion or negative assurance letter for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior legal opinion and or negative assurance of such counsel letter, as the case may be, delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior legal opinion and or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date that the first Placement Notice is given hereunder, the Company shall cause to be furnished Securities are sold pursuant to the Sales Agent the written opinion terms of this Agreement, and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) in the form attached hereto as Exhibit F for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the Agents (i) a written opinion and negative assurance of each P▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”), or other counsel satisfactory to the Agents, in form and substance satisfactory to the Agents and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibits G-1, G-2 and G-3, modified, as applicablenecessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and (ii) a written opinion of V▇▇▇▇▇▇ LLP, Maryland counsel for the Company (“Maryland Counsel”), or other counsel satisfactory to the Agents, in form and substance satisfactory to the Agents and their counsel, dated the date that the opinion is required to be delivered, substantially in similar to the forms previously agreed between the Company and the Sales Agentform attached as Exhibit H, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, such counsel may furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(p) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterRepresentation Date).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the MLV (i) a written opinion and negative assurance letter of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“Pillsbury”), or other counsel reasonably satisfactory to MLV, in the form attached hereto as Exhibit 7(m)(1) and 7(m)(2), respectively, and (ii) a written opinion of ▇▇▇▇▇▇▇▇ Procter LLPMori & Tomotsune (“▇▇▇▇▇▇▇▇ Mori” and, as counsel to the Companytogether with Pillsbury, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agentattached hereto as Exhibit 7(m)(1). Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m)applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the MLV a written opinion and negative assurance of each Company Counsel, as applicable, substantially Counsel in the forms previously agreed between form attached hereto as Exhibit 7(m)(1) and a negative assurance letter of Pillsbury in the Company and the Sales Agentform attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counselletter for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent MLV with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent MLV may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the Agents (i) a written opinion and negative assurance letter of each ▇▇▇▇▇ Lovells US LLP (“Company Counsel”) or other counsel reasonably satisfactory to the Agents, in form and substance reasonably satisfactory to the Agents and their counsel, substantially similar to the form previously provided to the Agents and their counsel, modified, as applicablenecessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and (ii) a written opinion of intellectual property counsel to the Company, in form and substance satisfactory to the Agents and their counsel, substantially in similar to the forms form previously agreed between provided to the Company Agents and the Sales Agenttheir counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished shall be required to furnish the Sales Agent such written Agents no more than one opinion and or negative assurance letter hereunder per each filing of an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the (A) a written opinion and negative assurance of each ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel reasonably satisfactory to the Agent, and (B) a written opinion of ▇▇▇▇▇▇ LLP (“IP Counsel”), or other counsel reasonably satisfactory to the Agent, in each case form and substance satisfactory to Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company shall be required to furnish to Agent no more than one opinion of Company Counsel has previously furnished to the Sales Agent such written and one opinion and negative assurance of IP Counsel hereunder per calendar quarter; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the B. ▇▇▇▇▇ FBR (i) a written opinion and a negative assurance letter of ▇V▇▇▇▇▇▇ Procter LLP, as counsel to the CompanyLLP (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)B. ▇▇▇▇▇ FBR, substantially in the form previously agreed between attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(2), as to corporate and securities matters, and (ii) a written opinion of Company Counsel in the Company form attached hereto as Exhibit 7(n)(3), as to tax matters, each in form and the Sales Agentsubstance reasonably satisfactory to B. ▇▇▇▇▇ FBR. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent B. ▇▇▇▇▇ FBR the written opinion opinions and negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished in form and substance reasonably satisfactory to the Sales Agent B. ▇▇▇▇▇ FBR; provided that, in lieu of any such written opinion and or negative assurance of such counselfor subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent B. ▇▇▇▇▇ FBR with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent B. ▇▇▇▇▇ FBR may rely on the prior opinion and or negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent within two (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (32) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇▇▇▇ a written opinion and negative assurance letter of each ▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel satisfactory to ▇▇▇▇▇, substantially in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the forms previously agreed between date that the Company and the Sales Agentopinion is ​ ​ ​ required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Bring-Down Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date); and provided further, that Company Counsel will not be required to deliver a written opinion with respect to a Bring-Down Date pursuant to clause (iii) in Section 7(m) hereof. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to ▇▇▇▇▇ on the Principal Settlement Date a written opinion of Company Counsel, or other counsel satisfactory to ▇▇▇▇▇, in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the Principal Settlement Date, substantially similar to the date of such Reliance Letterform attached hereto as Exhibit 7(n)(i).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of each of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Chediak ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Law Corporation (“U.S. Company Counsel”) and ▇▇▇▇▇▇ ▇▇▇▇▇ Harwardt Law Corp. (“Canadian Company Counsel”), as applicableor other counsel(s) satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement Statement, the Canadian Prospectus and the Prospectus U.S. Prospectus, as applicable, as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished shall be required to the Sales furnish to Agent such written no more than one opinion and negative assurance hereunder per calendar quarter; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement Statement, the Canadian Prospectus and the Prospectus U.S. Prospectus, as applicable, as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice is given hereunderNotice, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance letter of ▇▇▇▇▇▇, ▇▇▇▇▇ Procter & ▇▇▇▇▇▇▇ LLP, as and an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, each special counsel for the Company with respect to the Companypatent and proprietary rights, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in form and substance reasonably satisfactory to the form previously agreed between Agent and its counsel, dated the Company date that such opinion and negative assurance letter are required to be delivered and (2) within the Sales Agent. Thereafter, within three later of (3A) five (5) Trading Days after of each Representation Date following the date of the first Placement Notice with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver and (B) the date a Placement Notice is applicable pursuant to Section 7(m), and not more than once per calendar quarterfirst delivered by the Company following a Representation Date, the Company shall cause to be furnished to the Sales Agent the written opinion and a negative assurance letter of each Company CounselCounsel in form and substance reasonably satisfactory to the Agent and its counsel, as applicabledated the date of delivery of such negative assurance letter (the “Opinion Date”), substantially in the forms previously agreed between the Company and the Sales Agentrespectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counselletters for subsequent Representation Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel letter delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterRepresentation Date).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of each ▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel satisfactory to the Agent, substantially in the forms previously agreed between the Company form and the Sales Agentsubstance satisfactory to Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedsupplemented and a written negative assurance letter of Company Counsel; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the (i) a written opinion and negative assurance letter of each Company Counsel▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, outside United States securities law counsel for the Company, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form attached hereto as Exhibit B-1, modified, as applicablenecessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented and (ii) a written opinion of Cozen ▇’▇▇▇▇▇▇ LLP, outside Canadian counsel for the Company, or other counsel reasonably satisfactory to the Agent, in form and substance reasonably satisfactory to the Agent and its counsel, substantially in similar to the forms previously agreed between the Company and the Sales Agentform attached hereto as Exhibit B-2, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished shall be required to furnish to the Sales Agent such written no more than one opinion and negative assurance letter from each of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and one opinion from Cozen ▇’▇▇▇▇▇▇ LLP hereunder per calendar quarter; provided, further, that in lieu of such counselopinions or negative assurance letters for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsels may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and or negative assurance of such counsel ​ letter, as the case may be, delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).;

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the Agents (i) a written opinion of I▇▇▇▇ and P▇▇▇▇▇▇▇, P.A. (“Company Counsel”) as to corporate and securities matters, including negative assurance assurance, dated as of the date such opinion is delivered, (ii) a written opinion of G▇▇▇▇▇▇▇▇ Procter LLPT▇▇▇▇▇▇, P.A. (“Company Tax Counsel”) as counsel to tax matters dated as of the Companydate such opinion is delivered, or other counsel and (iii) a written opinion of S▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇▇▇ P.A. (“Maryland Company Counsel”) as to Maryland corporate matters dated as of the date such opinion is delivered, in each case, in form and substance reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales AgentAgents. Thereafter, within three (3) Within five Trading Days after of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent Agents the written opinion and negative assurance of each Company Counsel, as applicable, the written opinion of Company Tax Counsel and written opinion of Maryland Company Counsel in substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedforegoing forms; provided, however, that if each in lieu of such opinion, Company Counsel has previously furnished or Maryland Company Counsel last furnishing such applicable opinion to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in Agents may furnish to the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with Agents a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel substantially to the effect that the Sales Agent Agents may rely on the such prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented to the date of such Reliance Lettersupplemented).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of R▇▇▇ ▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), in each case substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior Prior to the date of the first Placement Notice is given hereunderNotice, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent Lovells US LLP (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, substantially in similar to the form previously agreed between provided to the Company Agent and the Sales Agentits counsel. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance letter of each Company Counsel, as applicableor other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished shall be required to furnish to the Sales Agent such written opinion and no more than one negative assurance letter hereunder per calendar quarter; provided, further, that in lieu of such counselnegative assurance letters for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel letter delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion opinions and negative assurance assurances of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”) and (ii) the written opinions of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and ▇▇▇▇▇▇ LLP, intellectual property counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company IP Counsel”), substantially in the each case in form previously agreed between the Company and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion opinions and negative assurance of each Company Counsel, as applicable, Counsel and Company IP Counsel substantially in the forms form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel or Company IP Counsel has previously furnished to the Sales Agent such written opinion opinions and negative assurance of such counsel, in each case substantially in the forms form previously agreed between the Company and the Sales Agent, then each Company Counsel such counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion opinions and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion opinions and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent within two (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (32) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇▇▇▇ a written opinion and negative assurance letter of each ▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel satisfactory to ▇▇▇▇▇, substantially in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the forms previously agreed between date that the Company and the Sales Agentopinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Bring-Down Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date); and provided further, that Company Counsel will not be required to deliver a written opinion with respect to a Bring-Down Date pursuant to clause (iii) in Section 7(m) hereof. With respect to any Principal Transaction pursuant to a Terms Agreement, the Company shall cause to be furnished to ▇▇▇▇▇ on the Principal Settlement Date a written opinion of Company Counsel, or other counsel satisfactory to ▇▇▇▇▇, in form and substance reasonably satisfactory to ▇▇▇▇▇ and its counsel, dated the Principal Settlement Date, substantially similar to the date of such Reliance Letterform attached hereto as Exhibit 7(n)(i).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent within one (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (31) Trading Days after Day of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇ ▇▇▇▇▇ (i) a written opinion and negative assurance letter of each ▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel satisfactory to ▇▇ ▇▇▇▇▇, substantially each in form and substance satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, (ii) a written opinion of ▇▇▇▇▇▇▇ Procter LLP, intellectual property counsel to the forms previously agreed between Company, in form and substance satisfactory to ▇▇ ▇▇▇▇▇ and its counsel,(iii) a written opinion of ▇▇▇▇▇ ▇▇▇▇▇ Zedek ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, intellectual property counsel to the Company, in form and substance satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, and (iv) a written opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (together with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇ ▇▇▇▇▇ Zedek ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, collectively, “Company IP Counsel”), intellectual property counsel to the Company, in form and substance satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, each dated the Sales Agentdate that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Bring-Down Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent ▇▇ ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇ ▇▇▇▇▇ may rely on the prior opinion and opinions or negative assurance of such counsel letter delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and or negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterBring-Down Date).. ​ US-DOCS\150547902.6​

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the Distribution Agents written opinion opinions and a negative assurance letter of ▇▇▇▇▇▇▇ Procter LLPMintz, as counsel to the CompanyLevin, Cohn, Ferris, Glovsky and Popeo P.C. (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)Distribution Agents, substantially each in form and substance reasonably satisfactory to the form previously agreed between the Company and the Sales AgentDistribution Agents. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m)applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and Distribution Agents a negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished in form and substance reasonably satisfactory to the Sales Agent Distribution Agents; provided that, in lieu of such written opinion and negative assurance of such counselletter for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Distribution Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Distribution Agents may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the (i) a written opinion and opinion, a negative assurance letter and a written tax opinion of M▇▇▇▇ ▇▇▇▇▇ Procter LLP, as counsel to the CompanyLLP (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent Agent, dated the date that such opinion and negative assurance letter are required to be delivered, substantially similar to the forms attached hereto as Exhibits 7(m)-1, 7(m)-2 and 7(m)-3, and (ii) a written opinion of V▇▇▇▇▇▇ LLP (“Company Maryland Counsel”), or other counsel reasonably satisfactory to the Agent, dated the date that the opinion is required to be delivered, substantially in similar to the form previously agreed between the Company and the Sales Agentattached hereto Exhibit 7(m)-4. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the written opinion and a negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, howeverin lieu of such negative assurance letter for subsequent periodic filings under the Exchange Act, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. (i) On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, ii) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of each ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. (“Company Counsel”), as applicableor other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and a written negative assurance letter of Company Counsel; provided, however, that if each the Company Counsel has previously furnished shall be required to furnish to the Sales Agent such written no more than one opinion and negative assurance letter from Company Counsel hereunder per each filing of an annual report on Form 10-K or quarterly report on Form 10-Q and the Company shall not be required to furnish any such letter if the Company does not intend to deliver a Placement Notice in such period until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the (a) a written opinion and negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, or other counsel satisfactory to the Agent, (b) written opinion of White & Case LLP and Wolf, Greenfield & Sacks, P.C., intellectual property counsels for the Company, or other counsel satisfactory to the Agent, and (c), if requested by the Agent, a written opinion and negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇, LLP, counsel to the Agent, or other counsel satisfactory to the Agent, in each Company Counsel, as applicablecase in form and substance reasonably satisfactory to the Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent within two (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (32) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇ ▇▇▇▇▇ a written opinion and negative assurance of each (i) K&L Gates LLP (“Company Counsel”), as applicable(ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ BV/SRL (“Belgian Company Counsel”), substantially in the forms previously agreed between (iii) ▇▇▇▇▇▇ ▇▇▇▇ PLLC, intellectual property counsel for the Company (“IP Counsel”), (iv) the General Counsel for the Company (the “GC”) with respect to certain regulatory matters, or other counsel satisfactory to ▇▇ ▇▇▇▇▇, in form and substance satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, dated the Sales Agentdate that the opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Bring-Down Dates, in each case substantially in the forms previously agreed between the Company Counsel, Belgian Company Counsel, IP Counsel and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, GC may furnish the Sales Agent ▇▇ ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇ ▇▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterBring-Down Date).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunderand (2) within five (5) Trading Days of each Representation Date (other than pursuant to Section 7(l)(iii), for which the Company shall cause only be required to be furnished to the Sales Agent the written opinion and deliver a negative assurance of ▇▇▇▇ ▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the Agents a written opinion and negative assurance of each ▇▇▇▇ ▇▇▇▇▇ LLP and written opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (collectively, “Company Counsel”), as applicableor other counsel reasonably satisfactory to the Agents, and written opinions of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇, LLP and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (collectively, “Intellectual Property Counsel”), or other counsel satisfactory to the Agents, in form and substance satisfactory to Agents and their counsel, substantially in similar to the forms form previously agreed between provided to the Company Agents and the Sales Agenttheir counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions to be delivered after the first Placement Notice, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Agents with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Agents may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the MLV written opinion and negative assurance opinions of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent LLP (“Company Counsel”), or to other counsel reasonably satisfactory to MLV, substantially in similar to the form previously agreed between the Company and the Sales Agentattached hereto as Exhibit 7(m)(1). Thereafter, Thereafter within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the MLV a written opinion letter of Company Counsel, or other counsel satisfactory to MLV, in form and substance satisfactory to MLV and its counsel, which collectively address the legal opinions and negative assurance of each Company Counsel, as applicable, substantially requests set forth in the forms previously agreed between the Company and the Sales AgentExhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, and with customary assumptions and exceptions; provided, however, the Company shall be required to furnish to MLV no more than one opinion hereunder per calendar quarter; provided, further, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent MLV with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent MLV may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion hereunder and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and negative assurance of each ▇▇▇▇ LLP (“Company Counsel”), as applicablein form and substance reasonably satisfactory to Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company shall be required to furnish to Agent no more than one opinion from Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance hereunder per calendar quarter; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter)) and the Company shall not be required to furnish any such written opinion or letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers the next Placement Notice.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion opinions and negative assurance of ▇▇▇▇▇▇▇ Procter ▇▇▇▇▇ LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms form previously agreed between the Company and the Sales Agent, then each Company Counsel such counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion opinions and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion opinions and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion corporate and intellectual property opinions and negative assurance of P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the each case in form previously agreed between the Company and substance reasonably satisfactory to the Sales Agent. Thereafter, within three five (35) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion corporate and intellectual property opinions and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion opinions and negative assurance of such counsel, in each case substantially in the forms form previously agreed between the Company and the Sales Agent, then each Company Counsel such counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion opinions and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion opinions and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the ▇. ▇▇▇▇▇ FBR (i) a written opinion and a negative assurance letter of Stroock & Stroock & ▇▇▇▇▇ LLP (“Company Counsel”), or other counsel reasonably satisfactory to ▇. ▇▇▇▇▇ FBR, in the form attached hereto as Exhibit 7(n)(1) and Exhibit 7(n)(2), as to corporate and securities matters, (ii) a written opinion of Company Counsel in the form attached hereto as Exhibit 7(n)(3), as to tax matters, (iii) a written opinion of ▇▇▇▇▇▇▇ Procter LLP, as Maryland counsel to the Company, or other in the form attached hereto as Exhibit 7(n)(4) and (iv) a written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, general counsel of the Company, in the form attached hereto as Exhibit 7(n)(5), each in form and substance reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent▇. ▇▇▇▇▇ FBR. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent ▇. ▇▇▇▇▇ FBR the written opinion opinions and negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished in form and substance reasonably satisfactory to the Sales Agent ▇. ▇▇▇▇▇ FBR; provided that, in lieu of any such written opinion and or negative assurance of such counselfor subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent ▇. ▇▇▇▇▇ FBR with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇. ▇▇▇▇▇ FBR may rely on the prior opinion and or negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunderNotice, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of Golenbock ▇▇▇▇▇▇▇ Procter LLPAssor ▇▇▇▇ & ▇▇▇▇▇▇ LLP ("U.S. Company Counsel") and a written opinion of Forbes Hare ("BVI Company Counsel"; and together with U.S. Company Counsel, as counsel to the Company"Company Counsel"), or other counsel reasonably satisfactory to the Sales Agent, in form and substance satisfactory to Agent and its counsel, and (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance letter of each U.S. Company Counsel, as applicablein form and substance satisfactory to Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; , provided, howeverthat in lieu of such opinions for subsequent periodic filings under the Exchange Act, that if each U.S. Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent with a letter signed by such counsel (each, a “"Reliance Letter”") in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP& ▇▇▇▇▇▇▇, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company SEC Counsel”), in substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, SEC Counsel in substantially in the forms form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company SEC Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, counsel in each case substantially in the forms form previously agreed between the Company and the Sales Agent, then each Company SEC Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel (as applicable) delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance (as applicable) shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date that the first Placement Notice Shares are sold pursuant to the terms of this Agreement and within three (3) Trading Days of each Representation Date with respect to which the Company, the Operating Partnership and the Manager are obligated to deliver certificates in the forms attached hereto as Exhibits 9(m)(i), 9(m)(ii) and 9(m)(iii) for which no waiver is given hereunderapplicable, the Company shall cause to be furnished to the Sales Agent (i) the written opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“Company Counsel”), (ii) the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLPLLP (“Maryland Counsel”) and (iii) the written opinion of the Senior Managing Director, as counsel to Chief Legal Officer and Secretary of the CompanyCompany (“Internal Counsel”), or other counsel reasonably satisfactory to the Sales Agent, in form and substance satisfactory to the Agent (“Company Counsel”and its counsel, dated the date that the opinions are required to be delivered, substantially similar to the form attached hereto as Exhibit 9(n)(i), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(mExhibit 9(n)(ii), Exhibit 9(n)(iii) and not more than once per calendar quarterExhibit 9(n)(iv), the Company shall cause to be furnished to the Sales Agent the written each such opinion and negative assurance of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance in lieu of such counselopinions for subsequent Representation Dates, in each case substantially in the forms previously agreed between the of Company Counsel, Maryland Counsel and the Sales Agent, then each Company Internal Counsel may, in respect of any future Representation Date, may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n9(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). In giving any such opinion, ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP may rely as to matters involving the laws of the State of Maryland upon the opinion of ▇▇▇▇▇▇▇ LLP or other Maryland counsel reasonably satisfactory to the date of such Reliance Letter)Agent.

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇▇ Procter ▇▇▇▇▇▇▇ & Citron, LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a the “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior (1) Prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver Waiver Period is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance 10b-5 statement of each ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“U.S. Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as applicablenecessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented, a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (“Canadian Company Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Sales Prospectus as then amended or supplemented and a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇, S.C. (“Company IP Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished shall be required to furnish to the Sales Agent such written no more than one opinion and negative assurance from each counsel hereunder per calendar quarter; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent (i) the written opinion and negative assurance of ▇▇▇▇▇ & ▇▇▇ Procter LLP▇▇▇▇, P.C., as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form forms previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. (1) On or prior to the date of the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, 2) within three five (35) Trading Days after following each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m7(l) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterexcluding the date of this Agreement, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance of each ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“Company Counsel”), as applicableor other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel, substantially in similar to the forms form previously agreed between provided to the Company Agent and the Sales Agentits counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each the Company Counsel has previously furnished shall be required to furnish to the Sales Agent no more than one opinion hereunder per calendar quarter and the Company shall not be required to furnish any such written opinion and negative assurance letter if the Company does not intend to deliver a Placement Notice in such calendar quarter until such time as the Company delivers its next Placement Notice; provided, further, that in lieu of such counselopinions for subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of Lucosky ▇▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the written opinion opinions and a negative assurance letter of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the CompanyDLA Piper LLP (US) (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Agent Agent, in the form attached hereto as Exhibit 7(m)(1) and 7(m)(2), respectively and a written opinion of Acuity Law Group, intellectual property counsel to the Company (“Company IP Counsel”), substantially or other counsel satisfactory to the Agent, in form and substance reasonably satisfactory to the form previously agreed between the Company Agent and the Sales Agentits counsel. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m)applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the a written opinion and negative assurance letter of each Company Counsel, as applicable, substantially Counsel in the forms previously agreed between the Company and the Sales Agentform attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counselfor subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel counsel may, in respect of any future Representation Dateits sole discretion, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the Leerink written opinion opinions and a negative assurance letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP (“Company Counsel”), ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, LLP (‘Company IP Counsel”) or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”)Leerink, substantially in the form previously agreed between the Company and the Sales Agentattached hereto as Exhibit 7(m)(1). Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(min the form attached hereto as Exhibit 7(l) for which no waiver is applicable pursuant to Section 7(m)applicable, and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the Leerink a written opinion and negative assurance letter of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agentform attached hereto as Exhibit 7(m)(2), modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; providedprovided that, however, that if each Company Counsel has previously furnished to the Sales Agent in lieu of such written opinion and negative assurance of such counselfor subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, counsel may furnish the Sales Agent Leerink with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent Leerink may rely on the prior opinion and negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n7(m) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion First Delivery Date and negative assurance of ▇▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after of each Representation Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent the ▇▇ ▇▇▇▇▇ (A) a written opinion and negative assurance letter of each Dechert LLP (“Company Counsel”), as applicableor other counsel satisfactory to ▇▇ ▇▇▇▇▇ and (B) a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, substantially company intellectual property counsel (“Company IP Counsel”), or other counsel satisfactory to the Cowen, in each case in form and substance satisfactory to ▇▇ ▇▇▇▇▇ and its counsel, dated the forms previously agreed between the Company and the Sales Agentdate that such opinion is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each (1) only a negative assurance letter of Company Counsel has previously furnished to shall be required for subsequent Bring-Down Dates in connection with the Sales Agent such written opinion filing of a Quarterly Report on Form 10-Q and negative assurance (2) in lieu of such counselopinion of Company IP Counsel for subsequent Bring-Down Dates, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company IP Counsel may, in respect of any future Representation Date, may furnish the Sales Agent ▇▇ ▇▇▇▇▇ with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇▇ ▇▇▇▇▇ may rely on the a prior opinion and negative assurance of such counsel delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of at such Reliance LetterBring-Down Date).

Legal Opinion. On or prior to the date of the first Placement Notice is given hereunder, hereunder the Company shall cause to be furnished to the Sales Agent the ▇. ▇▇▇▇▇ Securities (i) a written opinion and a negative assurance letter of Stroock & Stroock & ▇▇▇▇▇ LLP (“Company Counsel”), or other counsel reasonably satisfactory to ▇. ▇▇▇▇▇ Securities, in the form attached hereto as Exhibit 7(n)(1), as to corporate and securities matters, (ii) a written opinion of Company Counsel in the form attached hereto as Exhibit 7(n)(2), as to tax matters, (iii) a written opinion of ▇▇▇▇▇▇▇ Procter LLP, as Maryland counsel to the Company, or other in the form attached hereto as Exhibit 7(n)(3) and (iv) a written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, general counsel of the Company, in the form attached hereto as Exhibit 7(n)(4), each in form and substance reasonably satisfactory to the Sales Agent (“Company Counsel”), substantially in the form previously agreed between the Company and the Sales Agent▇. ▇▇▇▇▇ Securities. Thereafter, within three five (35) Trading Days after of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section in the form attached hereto as Exhibit 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarterapplicable, the Company shall cause to be furnished to the Sales Agent ▇. ▇▇▇▇▇ Securities the written opinion opinions and negative assurance letter of each Company Counsel, as applicable, substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished in form and substance reasonably satisfactory to the Sales Agent ▇. ▇▇▇▇▇ Securities; provided that, in lieu of any such written opinion and or negative assurance of such counselfor subsequent periodic filings under the Exchange Act, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, may furnish the Sales Agent ▇. ▇▇▇▇▇ Securities with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent ▇. ▇▇▇▇▇ Securities may rely on the prior opinion and or negative assurance of such counsel letter previously delivered pursuant to under this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to as of the date of such the Reliance Letter).

Legal Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇ Procter LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), ) substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three five (35) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of each Company Counsel, as applicable, Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if each Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).