Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the Company files a prospectus filed by the Company or prospectus supplement pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ which differs from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus or include such prospectus supplement, as applicable, filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-197476) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-177563) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-184677) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-164703), for the registration of the up to 280,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-232448), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments . The Securities are referred to herein as the “Registered Securities.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Registered Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-172205) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement (File Registration No. 333- 333-201842) on Form S-11 that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to ) of the SEC promulgated thereunder. Copies of such registration statement as initially filed and each amendment thereto have been or may will be so prepared and fileddelivered to the Dealer Manager. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the effective date of the registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (iif the Company files a prospectus or prospectus supplement pursuant to Rule 424(b) under the Securities Act, or if the Company files a post-effective amendment to such registration statementthe Registration Statement, then the term “Registration StatementProspectus” shall, from and after includes the declaration of prospectus filed pursuant to Rule 424(b) or the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by prospectus included in such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinIf a separate registration statement is filed and becomes effective solely with respect to shares of the Company’s common stock offered pursuant to the DRP, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such registration statement and prospectus contained therein from and after the effective date of each post-effective amendment effectiveness of such registration statement, as such registration statement and prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-186111) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-191706) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection A registration statement on Form SB-2 (File No. __________) with respect to the Shares, including the related prospectus, copies of which have heretofore been delivered by the Company to the Underwriters, has been filed by the Company in conformity with the Offering, the Company has prepared and filed with requirements of the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The After the execution of this Agreement, the Company will file with the Commission either (a) if such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the “Effective Date”Act or permitted by Rule 424(b) are respectively hereinafter referred under the Act and as have been provided to as and approved by the “Registration Statement” and Representative prior to the “Prospectus”execution of this Agreement, except that or (ib) if such registration statement, as it may have been amended, has not been declared by the Company files a post-Commission to be effective under the Act, an amendment to such registration statement, then including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representative prior to the execution of this Agreement. As used in this Agreement, the term “"Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to " means such registration statement on Form SB-2 and all amendments thereto, including the prospectus, all exhibits and financial statements, as amended by such post-effective amendment, it becomes effective; the term "Preliminary Prospectus" means each prospectus included in said Registration Statement before it becomes effective; and the term “"Prospectus” shall refer to " means the amended prospectus then on file first filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from or, if no prospectus is required to be filed pursuant to said Rule 424(b), such term means the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become when it becomes effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-176604) on Form S-11 for the registration of the Units and the Common Shares that may be issuable upon exercise of the Warrants or redemption of the Preferred Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-183355) on Form S-11 S-3 for the registration of the Units and the Common Shares that may be issuable upon exercise of the Warrants or redemption of the Preferred Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filedfiled with the Commission. The registration statement on Form S-11 S-3 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated or deemed to be incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) , and there has become effective, a registration statement (File No. 333- ) on Form S-11 for S-3, including a prospectus, relating to the registration of Notes (as such term is defined on Schedule I hereto). Such Registration Statement, as amended, and including the Shares information deemed to be a part thereof pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules and regulations of documents incorporated or deemed to be incorporated by reference therein, are hereinafter called, collectively, the Commission promulgated thereunder "Registration Statement"; (the “Securities Act Rules related preliminary prospectus dated ____________, including the documents incorporated or deemed to be incorporated by reference therein, [and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 preliminary prospectus supplemented dated __________] are hereinafter called, [collectively] the "preliminary prospectus";] and the related prospectus contained dated _____________, including the documents incorporated or deemed to be incorporated by reference therein, as finally amended at [and prospectus supplement dated _________] are hereinafter called, [collectively,] the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “"Prospectus”, except that (i) if the ." The Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration has provided copies of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or [, the most recent post-effective amendment theretopreliminary prospectus] and the Prospectus to the Remarketing Agent, and hereby consents to the use of the [preliminary prospectus] and the Prospectus in connection with the remarketing of the Notes. (IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT POSSIBLE OR NOT REQUIRED, INSERT THE FOLLOWING: The Company has provided to the Remarketing Agent, for use in connection with remarketing of the Notes (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum and [describe other materials, if any]. Such remarketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary prospectus")]. The Company hereby consents to the use of the Prospectus [and the preliminary prospectus] in connection with the remarketing of the Notes]. All references in this Agreement to amendments or supplements to the Registration Statement [, the preliminary prospectus] or the Prospectus shall have become effectivebe deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, then as amended (the term “"1934 Act"), which is incorporated or deemed to be incorporated by reference in the Registration Statement [, the preliminary prospectus] or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-195292) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company Trust has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-152760) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company Trust files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company Trust pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-180274) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196594) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under "), in accordance with the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”", and together with said Act, the "Act"); , a registration statement on Form SB-2 (File No. 333 - 83255) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement have been or may be so prepared prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and filedRegulations. The As used in this Agreement, the term "Registration Statement" means such registration statement on Form S-11 statement, including the prospectus, financial statements and the prospectus contained thereinschedules thereto, exhibits and other documents filed as part thereof, as finally amended at when, and in the date the registration statement form in which, it is declared effective by the Commission, and, in the event any post-effective amendment thereto is filed thereafter and on or before the Closing Date (as hereinafter defined), shall also mean (from and after the date such post-effective amendment is effective under the Act) such registration statement as so amended, provided that such Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Rules and Regulations, which information ("Rule 430 Information") shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term "Preliminary Prospectus" means each prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration Statement when it becomes effective, if applicable (the “Effective Date”"Rule 430A Prospectus"), and any prospectus filed by the Company with your consent pursuant to Rule 424(a) are respectively hereinafter referred to of the Regulations; the term "Prospectus" means the final prospectus included as part of the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to any prospectus (including any preliminary prospectus) which differs from such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time included in the Registration Statement or is provided to you for use in connection with the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A offering of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Shares

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-192852) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-161449), for the registration of the up to 280,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-119265), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary DRIP (a "DRIP Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein"), the term “Effective Date” also "Prospectus" shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment to the Registration Statement, unless the context otherwise requireseffectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-235904), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriter for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-119265), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documentsFurther, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.a separate prospectus is filed and becomes effective

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission“ Commission ”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the ““ Securities ActAct ”), and the rules and regulations of the Commission promulgated thereunder (the ““ Securities Act Rules and RegulationsRegulations ”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the ““ Effective DateDate ”) are respectively hereinafter referred to as the ““ Registration StatementStatement ” and the “Prospectus“ Prospectus ”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-274581), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the documents and the prospectus contained information incorporated by reference therein, as finally amended the amendments thereto, the exhibits thereto and any schedules thereto, at the date time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“EXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3, including a related prospectus, and each supplement thereto, relating to the Shares. The Company will cause the prospectus, properly completed, and any supplement thereto, to be filed with the Commission pursuant to Rule 424(b) within the time period prescribed and will provide the Underwriters with satisfactory evidence of timely filing. The Company has complied with the conditions for the use of Form S-3. The registration statement, as amended, at the time it became effective, including the exhibits thereto, the information incorporated by reference therein and the prospectus contained therein, as finally amended at the date information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 461(a) under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “prospectus, including any prospectus supplement thereto relating to the Shares, in the form first used to confirm sales of Shares is hereinafter referred to as the "Prospectus”, except that (i) if ". If the Company files has filed or is required pursuant to the terms hereof to file a post-effective amendment registration statement pursuant to such registration statementRule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), then then, unless otherwise specified, any reference herein to the term “"Registration Statement” shall, from and after the declaration of the effectiveness of " shall be deemed to include such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiRule 462(b) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-214116), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term “Prospectus” shall refer Rule 430A Information that was used after such effectiveness and prior to the amended prospectus then on file execution and delivery of this Agreement is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) offering of the Securities Act Rules is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Regulations shall differ from the prospectus on file at the time Retrieval system or any successor system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-274421), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriter for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S‑1 (File No. 333- ) on Form S-11 for 333-249441), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement (such post-effective amendment by time, the Commission, refer to such registration statement as amended by such post-effective amendment“Effective Time”), and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S- 1 (File No. 333- ) on Form S-11 for 333-221027), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-156742), for the registration of the up to $3,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively called the “Securities Act Rules and Regulations”"Act"); one or more amendments to such , a registration statement have been or on Form S-3 (No. 333-22521), including a prospectus relating to the Securities, which may be so prepared and filedamended. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time when it becomes effective, including all financial schedules and exhibits thereto and documents incorporated therein by reference and including a registration statement (if any) filed pursuant to Rule 462(b) under the Act increasing the size of the offering registered under the Act and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “prospectus (including any prospectus subject to completion taken together with any term sheet meeting the requirements of Rule 434(b) or Rule 434(a) under the Act) in the form first used to confirm sales of Securities is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to you by the Company files a post-effective amendment for use in connection with the offering of the Securities as contemplated by Section 5 hereof which differs from the form of prospectus first used to confirm sales of Securities, the term "Prospectus" shall refer to such registration statement, then the term “Registration Statement” shall, revised prospectus from and after the declaration time it is first provided to you for such use. Any reference herein to any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effectiveness date of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended preliminary prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c)prospectus, as the case may be, from and any reference to any amendment or supplement to any preliminary prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a of such preliminary prospectus related to or Prospectus, as the Shares case may be, under the Securities Exchange Act of 1934, as contemplated by Rule 430 or Rule 430A amended, and the rules and regulations of the Securities Act Rules Commission thereunder (collectively called the "Exchange Act"), and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used hereinin such preliminary prospectus or Prospectus, as the term “Effective Date” also case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of each post-effective amendment to the Registration Statement that is incorporated by reference in the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with A registration statement on Form S-1 (File No. 333-133433) (the Offering, “Initial Registration Statement”) in respect of the Company Units has prepared and been filed with the Securities and Exchange Commission (the “Commission”) ); the Initial Registration Statement and any post-effective amendment thereto and the Exchange Act Registration Statement and any amendment thereto, excluding exhibits thereto, each in the form heretofore delivered to you, for you and each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement (File No. 333- ) on Form S-11 for statement, if any, increasing the registration size of the Shares offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission promulgated thereunder (under the “Securities Act Rules and Regulationsis hereinafter called a “Preliminary Prospectus”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus contained thereinfiled with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it was declared effective, each as finally amended at the date time such part of the registration statement is declared Initial Registration Statement became effective by or such part of the Commission (the “Effective Date”Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are respectively hereinafter referred to as collectively called the “Registration Statement” ”; the Preliminary Prospectus relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act, is hereinafter called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term ; and any “Registration Statementissuer free writing prospectus” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either defined in Rule 424(b) or 424(c) of 433 under the Securities Act Rules and Regulations shall differ from relating to the prospectus on file at Units is hereinafter called an “Issuer Free Writing Prospectus”); the time the Exchange Act Registration Statement or the most recent post-has become effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A provided in Section 12 of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Exchange Act;

Registration Statement and Prospectus. In connection We have heretofore received and examined a copy of the registration statement, as amended to the date hereof, and the related prospectus in respect of the Securities, as filed with the OfferingSecurities and Exchange Commission. The registration statement, as amended at the Company has prepared time it becomes effective, including financial statements and exhibits, is hereinafter referred to as the "Registration Statement," and the prospectus in the form first filed with the Securities and Exchange Commission (pursuant to Rule 424(b) after the “Commission”) a registration statement (File NoRegistration Statement becomes effective is referred to as the "Prospectus." We confirm that the information furnished to you by us for use in the Registration Statement and in the Prospectus is correct and is not misleading insofar as it relates to us. 333- ) on Form S-11 for the registration of the Shares We consent to being named as an Underwriter in such Registration Statement and we are willing to accept our responsibilities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments a result thereof. We confirm that we have authorized you to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if advise the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement on our behalf (a) as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with statements to be included in any Preliminary Prospectus and in the Commission, Prospectus under the heading "Underwriting" insofar as they relate to us and (iib) if the prospectus filed by the Company pursuant that there is no other information about us required to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time be stated in the Registration Statement or the most recent post-effective amendment theretoProspectus. We further confirm that, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c)upon request by you, as the case may beRepresentative, from and after the date on which it shall we have been filed. The term “preliminary Prospectus” as used herein shall mean furnished a copy of any amended preliminary prospectus related to each person to whom we have furnished a copy of any previous preliminary prospectus, and we confirm that we have delivered, and we agree that we will deliver, all preliminary and final prospectuses required for compliance with the Shares as contemplated by provisions of Rule 430 or Rule 430A of 15c2-8 under the Securities Exchange Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires1934.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-238298), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement (such post-effective amendment by time, the Commission, refer to such registration statement as amended by such post-effective amendment“Effective Time”), and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such , a registration statement on Form S-1 (File No. 333-50511) including a prospectus, relating to the Shares, which may have been or may be amended; each such amendment was so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date time when it became or becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; any registration statement filed pursuant to Rule 462(b) under the Act is herein called the "462(b) Registration Statement," and after such filing the “term "Registration Statement" shall include the Rule 462(b) Registration Statement; the prospectus in the form first provided to the Underwriters by the Company in connection with the offering and sale of the Shares (whether or not required to be filed pursuant to Rule 424(b) under the Act ("Rule 424(b)")) is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to the Underwriters by the Company files a post-effective amendment to such registration statement, then for use in connection with the term “Registration Statement” shall, from and after the declaration offering of the effectiveness of Shares that differs from the Prospectus (whether or not any such post-effective amendment by the Commission, refer revised prospectus is required to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus be filed by the Company pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoAct), if any, shall have become effective, then the term “"Prospectus” " shall refer to such the revised prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which time it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a is first provided to the Underwriters for such use; and each preliminary prospectus related included in the Registration Statement prior to the Shares time it became or becomes effective is herein referred to as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary a "Preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”): (i) the Initial Registration Statement, (ii) a registration statement (File No. 333-217579) on Form S-11 (the “Follow-On Registration Statement”) for the registration of the Follow-On Shares, and (iii) a registration statement (File No. 333-220940) on Form S-3 for the registration of the DRP Shares (“DRP Registration Statement”); , and one or more amendments to such registration statement statements have been or may be so prepared and filed. The registration statement on Form S-11 Initial Registration Statement, Follow-On Registration Statement and DRP Registration Statement and the prospectus prospectuses contained therein, as finally amended or supplemented at the date the each respective registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively each hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (iA) if the Company files a post-effective amendment to such registration statementstatements, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiB) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-271355), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The there has become effective, a registration statement on Form S-11 and S-3, including a prospectus, relating to the prospectus contained thereinSecurities (as such term is defined on Schedule I hereto). Such Registration Statement, as finally amended at amended, and including the date information deemed to be a part thereof pursuant to Rule 430A under the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment1933 Act, and the term “documents incorporated or deemed to be incorporated by reference therein, are hereinafter called, collectively, the "Registration Statement"; the [related preliminary prospectus dated ___________, including the documents incorporated or deemed to be incorporated by reference therein, [and preliminary prospectus supplement dated __________] are hereinafter called, [collectively] the "preliminary prospectus";] and the related prospectus dated ___________, including the documents incorporated or deemed to be incorporated by reference therein, [and prospectus supplement dated ________] are hereinafter called, [collectively,] the "Prospectus” shall refer ." The Company has provided copies of the Registration Statement [, the preliminary prospectus] and the Prospectus to the amended Remarketing Agent, and hereby consents to the use of the [preliminary prospectus then on file and the] Prospectus in connection with the Commissionremarketing of the Securities. [IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT POSSIBLE OR NOT REQUIRED PURSUANT TO THE REMARKETING AGREEMENT, and (ii) if INSERT THE FOLLOWING: The Company has provided to the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) Remarketing Agent, for use in connection with remarketing of the Securities Act Rules (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum [and] [describe other materials, if any]. Such remarketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and Regulations shall differ from such preliminary marketing memorandum (including the prospectus on file at documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary prospectus")]. The Company hereby consents to the time use of the Prospectus [and the preliminary prospectus] in connection with the remarketing of the Securities]. All references in this Agreement to amendments or supplements to the Registration Statement [, the preliminary prospectus] or the most recent post-effective amendment theretoProspectus shall be deemed to mean and include the filing of any document under the 1934 Act, if anywhich is incorporated or deemed to be incorporated by reference in the Registration Statement [, shall have become effective, then the term “preliminary prospectus] or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196549) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-191706) on Form S-11 for the registration of the Initial Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); a registration statement (File No. 333-217579) on Form S-11 for the registration of the Follow-On Shares (“Follow-On Registration Statement”); and a registration statement (File No. 333-220940) on Form S-3 for the registration of the DRP Shares (“DRP Registration Statement”); one or more amendments to such registration statement statements have been or may be so prepared and filed. The registration statement statements on Form S-11 and on Form S-3 and the prospectus prospectuses contained therein, as finally amended at the date the each respective registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statementstatements, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-191073) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. The prospectus in the effectiveness of such post-effective amendment by form in which it appeared in the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file Registration Statement at the time the Registration Statement or became effective is herein called the most recent post-effective amendment thereto“Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), if anythat describes the Securities and the offering thereof, shall have become effectivethat omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, then the term “Prospectus” shall refer Company will prepare and file with the Commission a final prospectus supplement to such prospectus filed pursuant the Base Prospectus relating to either the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(cthe Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. All references in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing, shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed pursuant to the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No. 333- 333-255101) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus included in the Registration Statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Shares and after the declaration ADSs and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Shares and (ii) if the prospectus filed by ADSs and the Company pursuant to either offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such respective prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto, “EXXXX”. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196302) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169355) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-200464) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-190698) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the (a) The Company has prepared and filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more , with the United States Securities and Exchange Commission (the “Commission”) the Shelf Registration Statement and such amendments to such registration statement (including any pre-effective amendments and post-effective amendments) as may have been or may be so prepared required prior to and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at of the date the registration statement is declared effective by the Commission of this Agreement (the “Effective DateBase Registration Statement”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended preliminary prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company supplement pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from (a “Preliminary Prospectus”), relating to the prospectus on file at the time the Securities. The Base Registration Statement or the most recent and any post-effective amendment thereto, if anyeach in the form theretofore delivered to the Buyer, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been fileddeclared effective by the Commission in such form. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Such Base Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each including any post-effective amendment thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time, the information contained in the form of Final Prospectus (as defined below) and deemed by virtue of Rule 430B under the Securities Act to be part of the Base Registration Statement at the time it was declared effective and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, in each case as amended at the time such part of the Base Registration Statement became effective, are herein collectively called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), unless then any reference herein to the context otherwise requiresterm Registration Statement shall include such Rule 462 Registration Statement.”

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-163069) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- 268528) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or the “Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) with respect to the Securities, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission and remains effective on or prior to the date of this Agreement. Each part of such registration statement, as well as all amendments, including any post-effective amendments, exhibits and all schedules thereto, the documents incorporated by reference therein under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430A or Rule 430B under the Securities Act (the “Effective DateRule 430A Information” and “Rule 430B Information”, respectively) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective or thereafter during the period of effectiveness, is herein called the “Registration Statement” and ”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. The preliminary prospectus in the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus form in which it has most recently been filed by the Company pursuant with the Commission on or prior to either the date of this Agreement and included in the Registration Statement is herein called the “Preliminary Prospectus”. Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus to the Preliminary Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430A, Rule 430B and Rule 424(b) of the Rules and Regulations, as applicable. Such final form of prospectus (including the Preliminary Prospectus as may be supplemented or 424(c) of amended, as applicable), filed with the Commission pursuant to Rule 424(b), is herein called the “Prospectus”. Any reference herein to the Prospectus and any Preliminary Prospectus shall be deemed to include the documents incorporated by reference therein under the Securities Act as of the date of such Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment all references in this Agreement to the Registration Statement, unless the context Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder (the “Exchange Act”), which is incorporated by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169075) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-239055), including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments . The Shares are referred to herein as the “Registered Shares.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriter for use in connection with the offering of the Registered Shares, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“EXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 and S-3 (File No. 333-191289), including a prospectus, relating to certain securities of the prospectus contained Company, including the Shares. Such registration statement including the financial statements incorporated by reference therein, as finally amended exhibits and schedules thereto, at the date the registration statement time when it becomes effective and as thereafter amended by any post-effective amendment, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to in this Agreement as the “Registration Statement.” and The prospectus in the “Prospectus”, except that (i) if form included in the Company files Registration Statement or as part of a post-effective amendment to such the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed, is referred to in this Agreement as the “Base Prospectus.” If the Company files another registration statementstatement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then the term any reference to “Registration Statement” shallherein shall be deemed to include the registration statement on Form S-3 (File No. 333-191289) and the Rule 462 Registration Statement, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to as each such registration statement may be amended pursuant to the Act. The preliminary prospectus supplement dated November 8, 2013 together with the Base Prospectus with which it was filed with the Commission pursuant to Rule 424(b) is referred to in this Agreement as amended by such post-effective amendmentthe “Preliminary Prospectus Supplement,” any final prospectus supplement filed with the Commission pursuant to Rule 424(b) together with the Base Prospectus is referred to in this Agreement as the “Final Prospectus” and each of the Preliminary Prospectus and the Final Prospectus in the form in which it is filed with the Commission is referred to herein as a “Prospectus.” For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and the term “Issuer Free Writing Prospectus” shall refer mean each free writing prospectus prepared by or on behalf of the Company or used or referred to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) in connection with the offering of the Securities Act Rules and Regulations Common Stock. “Time of Sale Information” shall differ from mean the prospectus on file at Preliminary Prospectus together with the time the Registration Statement or the most recent post-effective amendment theretofree writing prospectuses, if any, each identified in Schedule II hereto. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall have become effective, then the term “Prospectus” shall be deemed to refer to such prospectus and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or 424(c)the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related any reference to the Shares as contemplated by Rule 430 any amendment or Rule 430A of the Securities Act Rules and Regulations included at any time as part of supplement to the Registration Statement. As used herein, any Preliminary Prospectus or the terms Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Registration StatementExchange Act”) that, “preliminary Prospectus” and “Prospectus” shall include the documentsupon filing, if any, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein, the term “Effective DateIncorporated Documents” also shall refer to means the effective date documents that at the time of each post-effective amendment to filing are incorporated by reference in the Registration Statement, unless any Preliminary Prospectus, the context otherwise requiresProspectus or any amendment or supplement thereto.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement on Form S-1 (File No. 333- 333-91747) on Form S-11 for with respect to the registration Securities, including a preliminary form of prospectus, has been prepared by the Shares under Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission; one or more amendments to such registration statement have also been or may be so prepared and have been, or will be, so filed. The ; and, if the Company has elected to rely upon Rule 462(b) of the Rules and Regulations to increase the size of the offering registered under the Act, the Company will prepare and file with the Commission a registration statement on Form S-11 with respect to such increase pursuant to Rule 462(b). Copies of such registration statement(s) and amendments and each related preliminary prospectus have been, or in the case of a registration statement pursuant to Rule 462(b) will be, delivered to you. If the Company has elected not to rely upon Rule 430A of the Rules and Regulations, the Company has prepared and will promptly file an amendment to the registration statement and an amended prospectus (including a term sheet meeting the requirements of Rule 434 of the Rules and Regulations). If the Company has elected to rely upon Rule 430A of the Rules and Regulations, it will prepare and file a prospectus (or a term sheet meeting the requirements of Rule 434) pursuant to Rule 424(b) that discloses the information previously omitted from the prospectus contained therein, in reliance upon Rule 430A. Such registration statement as finally amended at the time it is or was declared effective by the Commission, and, in the event of any amendment thereto after the effective date and prior to the First Closing Date (as hereinafter defined), such registration statement as so amended (but only from and after the effectiveness of such amendment), including a registration statement (if any) filed pursuant to Rule 462(b) of the Rules and Regulations increasing the size of the offering registered under the Act and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rules 430A(b) and 434(d) of the Rules and Regulations, is hereinafter called the "Registration Statement." The prospectus included in the Registration Statement at the time it is or was declared effective by the Commission (is hereinafter called the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “"Prospectus”, ," except that if any prospectus (i) if including any term sheet meeting the requirements of Rule 434 of the Rules and Regulations provided by the Company files for use with a post-effective amendment prospectus subject to such registration statement, then completion within the term “Registration Statement” shall, from and after meaning of Rule 434 in order to meet the declaration requirements of Section 10(a) of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, Rules and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiRegulations) if the prospectus filed by the Company with the Commission pursuant to either Rule 424(b) or 424(c(and Rule 434, if applicable) of the Securities Act Rules and Regulations shall differ or any other such prospectus provided to the Underwriters by the Company for use in connection with the offering of the Securities (whether or not required to be filed by the Company with the Commission pursuant to Rule 424(b) of the Rules and Regulations) differs from the prospectus on file at the time the Registration Statement is or was declared effective by the most recent post-effective amendment theretoCommission, if any, shall have become effective, then the term “"Prospectus” " shall refer to such differing prospectus filed pursuant to either (including any term sheet within the meaning of Rule 424(b434 of the Rules and Regulations) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary time such prospectus related is filed with the Commission or transmitted to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Commission for

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form SB-2 (File No. 333- 333-_________) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”"), of the Securities, and may have filed one or more amendments thereto, copies of which have heretofore been delivered to you. The registration statement, including the prospectus, financial statements and exhibits, when it shall become effective, and such additional information, if any, with respect to the offering permitted to be omitted from such registration statement when it becomes effective if subsequently filed with the Commission pursuant to Rule 430A of the General Rules and Regulations of the Commission under the Securities Act (the "Rules under the Securities Act"), is hereinafter called the "Registration Statement" and the final prospectus included as part of the Registration Statement is herein called the "Prospectus", except that, if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Rules under the Securities Act), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Underwriters for such use. The term "Preliminary Prospectus" as used in this agreement means a preliminary prospectus as defined in Rule 430 of the Rules under the Securities Act. The Securities Act, the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the rules and regulations of the Commission promulgated thereunder (are sometimes collectively referred to in this agreement as the “Securities Act Rules "Acts." All contracts and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective documents required by the Commission (the “Effective Date”) are respectively hereinafter referred Acts to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file be filed or submitted in connection with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 so filed or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiressubmitted.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed on June 15, 2016 with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for ), in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a shelf registration statement on Form S-11 and S-3 (File No. 333-212049) (the “Base Registration Statement”), including the prospectus contained thereintherein (the “Base Prospectus”) relating to the issuance of up to $500,000,000 of shares of Common Stock, as finally amended at the date the registration statement is shares of preferred stock, depositary shares, warrants, common stock purchase rights in unallocated amounts and guarantees of debt securities which was declared effective by the Commission on June 24, 2016. The Company shall promptly hereafter file with, or transmit for filing to, the Commission a supplement to the Base Prospectus (the “Prospectus Supplement”) specifically relating to the Shares and the plan of distribution thereof pursuant to Rule 424(b) under the Securities Act. Except where the context otherwise requires, the Base Registration Statement, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including the financial statements, exhibits and schedules thereto filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed part of such registration statement by virtue of Rule 430(B) of the Securities Act (the “Rule 430B Information”), collectively, are respectively hereinafter referred to as herein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, including the financial statements, exhibits and schedules thereto filed as part thereof or incorporated by reference therein, is herein called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, ; and the term “Preliminary Prospectus” shall refer to means each preliminary form of the amended prospectus then on file Prospectus Supplement used in connection with the Commissionoffering of the Shares that omitted Rule 430B Information, and (ii) if including the prospectus related Base Prospectus in the form first filed by the Company pursuant to either Rule 424(b) or 424(cunder the Securities Act. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) of under the Securities Act Rules and Regulations (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall differ from be deemed to include the prospectus on file at the time the Base Registration Statement and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The Base Prospectus, together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the most recent post-effective amendment theretoApplicable Time (as defined below) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Shares is hereafter called an “Issuer Free Writing Prospectus.” The “Applicable Time” shall mean 8:00 a.m. (Eastern Time) on December 8, 2016 or such other time as agreed by the Company and the Representatives. The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed in Schedule II-1 hereto, the pricing information listed in Schedule II-2 hereto, and any other information that the parties hereto shall have become effectivehereafter expressly agree in writing to treat as part of the Time of Sale Information (as defined below) all considered together, then are hereafter collectively called the term “Time of Sale Information.” Any reference in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus” , the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to such prospectus filed and include any documents incorporated by reference therein pursuant to either Rule 424(b) Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or 424(c)the Applicable Time or the date of the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, from and after shall include any copy thereof filed with the date on which it shall have been filedCommission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). The term “preliminary copies of each Preliminary Prospectus” as used herein shall mean a preliminary prospectus related , each Issuer Free Writing Prospectus that is required to be filed with the Shares as contemplated by Commission pursuant to Rule 430 or Rule 430A of 433 under the Securities Act Rules and Regulations included at the Prospectus and any time as part amendments or supplements to any of the Registration Statement. As used hereinforegoing, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer that have been delivered to the effective date Underwriters in connection with the offering of each postthe Shares (whether to meet the request of purchasers pursuant to Rule 173(d) under the Securities Act or otherwise) were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-effective T. Any reference to any amendment or supplement to the Registration Statement, unless any Preliminary Prospectus or the context otherwise requiresProspectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 216891 ) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under "), in accordance with the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”", and together with said Act, the "Act"); , a registration statement on Form SB-2 (File No. ______________) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement have been or may be so prepared prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and filedRegulations. The As used in this Agreement, the term "Registration Statement" means such registration statement on Form S-11 statement, including the prospectus, financial statements and the prospectus contained thereinschedules thereto, exhibits and other documents filed as part thereof, as finally amended at when, and in the date the registration statement form in which, it is declared effective by the Commission, and, in the event any post-effective amendment thereto is filed thereafter and on or before the Closing Date (as hereinafter defined), shall also mean (from and after the date such post-effective amendment is effective under the Act) such registration statement as so amended, provided that such Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Rules and Regulations, which information ("Rule 430A Information") shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term "Preliminary Prospectus" means each prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration Statement when it becomes effective, if applicable (the “Effective Date”"Rule 430A Prospectus"), and any prospectus filed by the Company with your consent pursuant to Rule 424(a) are respectively hereinafter referred to of the Regulations; the term "Prospectus" means the final prospectus included as part of the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-190588) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the Company files a prospectus filed by the Company or prospectus supplement pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ which differs from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus or include such prospectus supplement, as applicable, filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed on March 14, 2017 with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for ), in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a shelf registration statement on Form S-11 and S-3 (File No. 333-216697) (the “Base Registration Statement”), including the prospectus contained thereintherein (the “Base Prospectus”) relating to the issuance of up to $200,000,000 of shares of Common Stock, as finally shares of the Company’s preferred stock and warrants, which was amended at the date the registration statement is by Amendment No. 1 thereto, filed on April 24, 2017, and declared effective by the Commission on April 24, 2017. The Company shall promptly hereafter file with, or transmit for filing to, the Commission a supplement to the Base Prospectus (the “Prospectus Supplement”) specifically relating to the Shares and the plan of distribution thereof pursuant to Rule 424(b) under the Securities Act. Except where the context otherwise requires, the Base Registration Statement, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including the financial statements, exhibits and schedules thereto filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed part of such registration statement by virtue of Rule 430(B) of the Securities Act (the “Rule 430B Information”), collectively, are respectively hereinafter referred to as herein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, including the financial statements, exhibits and schedules thereto filed as part thereof or incorporated by reference therein, is herein called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, ; and the term “Preliminary Prospectus” shall refer to means each preliminary form of the amended prospectus then on file Prospectus Supplement used in connection with the Commissionoffering of the Shares that omitted Rule 430B Information, and (ii) if including the prospectus related Base Prospectus in the form first filed by the Company pursuant to either Rule 424(b) or 424(cunder the Securities Act. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) of under the Securities Act Rules and Regulations (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall differ from be deemed to include the prospectus on file at the time the Base Registration Statement and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The Base Prospectus, together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the most recent post-effective amendment theretoApplicable Time (as defined below) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Shares is hereafter called an “Issuer Free Writing Prospectus.” The “Applicable Time” shall mean 8:30 a.m. (Eastern Time) on November 14, 2018 or such other time as agreed by the Company and the Representatives. The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed in Schedule II-1 hereto, the pricing information listed in Schedule II-2 hereto, and any other information that the parties hereto shall have become effectivehereafter expressly agree in writing to treat as part of the Time of Sale Information (as defined below) all considered together, then are hereafter collectively called the term “Time of Sale Information.” Any reference in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus” , the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to such prospectus filed and include any documents incorporated by reference therein pursuant to either Rule 424(b) Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or 424(c)the Applicable Time or the date of the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, from and after shall include any copy thereof filed with the date on which it shall have been filedCommission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The term “preliminary copies of each Preliminary Prospectus” as used herein shall mean a preliminary prospectus related , each Issuer Free Writing Prospectus that is required to be filed with the Shares as contemplated by Commission pursuant to Rule 430 or Rule 430A of 433 under the Securities Act Rules and Regulations included at the Prospectus and any time as part amendments or supplements to any of the Registration Statement. As used hereinforegoing, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer that have been delivered to the effective date Underwriters in connection with the offering of each postthe Shares (whether to meet the request of purchasers pursuant to Rule 173(d) under the Securities Act or otherwise) were identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-effective T. Any reference to any amendment or supplement to the Registration Statement, unless any Preliminary Prospectus or the context otherwise requiresProspectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form SB-2 (File No. 333- 333-13703) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”"), of the Securities, and may have filed one or more amendments thereto, copies of which have heretofore been delivered to you. The registration statement, including the prospectus, financial statements and exhibits, when it shall become effective, and such additional information, if any, with respect to the offering permitted to be omitted from such registration statement when it becomes effective if subsequently filed with the Commission pursuant to Rule 430A of the General Rules and Regulations of the Commission under the Securities Act (the "Rules under the Securities Act"), is hereinafter called the "Registration Statement" and the final prospectus included as part of the Registration Statement is herein called the "Prospectus", except that, if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Rules under the Securities Act), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Underwriters for such use. The term "Preliminary Prospectus" as used in this Agreement means a preliminary prospectus as defined in Rule 430 of the Rules under the Securities Act. The Securities Act, the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the rules and regulations of the Commission promulgated thereunder (are sometimes collectively referred to in this Agreement as the “Securities Act Rules "Acts." All contracts and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective documents required by the Commission (the “Effective Date”) are respectively hereinafter referred Acts to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file be filed or submitted in connection with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 so filed or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiressubmitted.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-191106), for the registration of the up to $2,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Regulations shall differ from the Prospectus on file at the time the Registration Statement or any post-effective amendment shall become effective, the term “Prospectus” shall refer to the Prospectus filed pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with (A) A registration statement (No. [ ]), including a form of prospectus supplement relating to the OfferingNotes and a form of base prospectus relating to each class of securities to be registered under such registration statement (the “Registered Securities”), the Company has prepared and been filed on Form S-3 with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) by the Depositor on Form S-11 for the registration behalf of the Shares Depositor and the Trust, and by NMAC, on behalf of NILT Trust and Nissan Infiniti LT (as used herein, the Depositor, NILT Trust and Nissan Infiniti LT, collectively, the “Registrants”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (i) any additional registration statement (the “additional registration statement”) relating to the Notes has been filed with the Commission pursuant to rule 462(b) (“Rule 462(b)”) under the Securities Act Rules and Regulations”); one declared effective upon filing, and the Notes have been registered under the Securities Act pursuant to the initial registration statement and such additional registration statement or more amendments (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing, the Notes will have been duly registered under the Securities Act pursuant to the initial registration statement and such additional registration statement. If the Registrants do not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement have been or may be so prepared filed with the Commission prior to the execution and filed. The delivery of this Agreement, then the most recent amendment (if any) to each such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-or has become effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company upon filing pursuant to either Rule 424(b462(c) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term (“Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b462(c)”) or 424(cRule 462(b), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- __________) on Form S-11 for the registration of the Shares Units under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the effective date of the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c(c), as the case may be, as amended or supplemented pursuant to Rule 424(b) or (c), from and after the date on which it such prospectus and any amendments or supplements thereto shall have been filed. The , and (iii) prior to the Effective Date the term “preliminary Registration Statement” shall refer to the registration statement, as amended, and the term “Prospectus” as used herein shall mean a refer to the most recent preliminary prospectus related to included in the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statementregistration statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169881) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules "Act"), a registration statement on Form S-3, including a related preliminary prospectus, and Regulations”each supplement thereto (collectively, the "Preliminary Prospectus"); , relating to the Shares. The Company may have filed one or more amendments thereto, including the related preliminary prospectus, and each supplement thereto, each which has previously been furnished to such registration statement have been or may you. The Company will cause the prospectus, properly completed, and any supplement thereto to be so prepared filed with the Commission pursuant to Rule 424(b) within the time period prescribed and filedwill provide the Underwriters with satisfactory evidence of timely filing. The Company has complied with the conditions for the use of Form S-3. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date time it became effective, including all exhibits thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “prospectus, and each supplement thereto, in the forms first used to confirm sales of Shares are hereinafter collectively referred to as the "Prospectus”, except that (i) if ." If the Company files has filed or is required pursuant to the terms hereof to file a post-effective amendment registration statement pursuant to such registration statementRule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), then then, unless otherwise specified, any reference herein to the term “"Registration Statement” shall, from and after the declaration of the effectiveness of " shall be deemed to include such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiRule 462(b) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-233047) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Securities and after the declaration offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Securities and (ii) if the prospectus filed by offering thereof in accordance with the Company pursuant to either provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-178651) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is was first declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed on June 15, 2016 with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for ), in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a shelf registration statement on Form S-11 and S-3 (File No. 333-212049) (the “Base Registration Statement”), including the prospectus contained thereintherein (the “Base Prospectus”) relating to the issuance of up to $500,000,000 of shares of Common Stock, as finally amended at the date the registration statement is shares of preferred stock, depositary shares, warrants, common stock purchase rights in unallocated amounts and guarantees of debt securities which was declared effective by the Commission on June 24, 2016. The Company shall promptly hereafter file with, or transmit for filing to, the Commission a supplement to the Base Prospectus (the “Prospectus Supplement”) specifically relating to the Shares and the plan of distribution thereof pursuant to Rule 424(b) under the Securities Act. Except where the context otherwise requires, the Base Registration Statement, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including the financial statements, exhibits and schedules thereto filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed part of such registration statement by virtue of Rule 430(B) of the Securities Act (the “Rule 430B Information”), collectively, are respectively hereinafter referred to as herein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, including the financial statements, exhibits and schedules thereto filed as part thereof or incorporated by reference therein, is herein called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, ; and the term “Preliminary Prospectus” shall refer to means each preliminary form of the amended prospectus then on file Prospectus Supplement used in connection with the Commissionoffering of the Shares that omitted Rule 430B Information, and (ii) if including the prospectus related Base Prospectus in the form first filed by the Company pursuant to either Rule 424(b) or 424(cunder the Securities Act. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) of under the Securities Act Rules and Regulations (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall differ from be deemed to include the prospectus on file at the time the Base Registration Statement and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The Base Prospectus, together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the most recent post-effective amendment theretoApplicable Time (as defined below) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Shares is hereafter called an “Issuer Free Writing Prospectus.” The “Applicable Time” shall mean 8:05 a.m. (Eastern Time) on June 22, 2017 or such other time as agreed by the Company and the Representatives. The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed in Schedule II-1 hereto, the pricing information listed in Schedule II-2 hereto, and any other information that the parties hereto shall have become effectivehereafter expressly agree in writing to treat as part of the Time of Sale Information (as defined below) all considered together, then are hereafter collectively called the term “Time of Sale Information.” Any reference in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus” , the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to such prospectus filed and include any documents incorporated by reference therein pursuant to either Rule 424(b) Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or 424(c)the Applicable Time or the date of the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, from and after shall include any copy thereof filed with the date on which it shall have been filedCommission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). The term “preliminary copies of each Preliminary Prospectus” as used herein shall mean a preliminary prospectus related , each Issuer Free Writing Prospectus that is required to be filed with the Shares as contemplated by Commission pursuant to Rule 430 or Rule 430A of 433 under the Securities Act Rules and Regulations included at the Prospectus and any time as part amendments or supplements to any of the Registration Statement. As used hereinforegoing, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer that have been delivered to the effective date Underwriters in connection with the offering of each postthe Shares (whether to meet the request of purchasers pursuant to Rule 173(d) under the Securities Act or otherwise) were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-effective T. Any reference to any amendment or supplement to the Registration Statement, unless any Preliminary Prospectus or the context otherwise requiresProspectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-___) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the effective date of the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c(c), as the case may be, as amended or supplemented pursuant to Rule 424(b) or (c), from and after the date on which it such prospectus and any amendments or supplements thereto shall have been filed. The , and (iii) prior to the Effective Date the term “preliminary Registration Statement” shall refer to the registration statement, as amended and the term “Prospectus” as used herein shall mean a refer to the most recent preliminary prospectus related to included in the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statementregistration statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company The Partnership has prepared and filed with the Securities and Exchange Commission (in accordance with the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 and S-1 (File No. 333-192328), including a prospectus subject to completion, relating to the prospectus contained thereinUnits. Such “Registration Statement,” including all amendments filed thereto, has become effective. The date that the Registration Statement, as finally amended at amended, including the date the registration statement financial statements, exhibits and schedules thereto, became effective is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as .” The prospectus in the “form included in the Registration Statement” and the “Prospectus”Statement or, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Act and such information is thereafter included in a prospectus filed by with the Company Commission pursuant to either Rule 424(b) under the Act or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each a post-effective amendment to the Registration Statement after the Registration Statement became effective, the prospectus as so filed, is referred to in this Agreement as the “Prospectus.” If the Partnership files another registration statement with the Commission to register a portion of the Units pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-1 (File No. 333-192328) and the Rule 462 Registration Statement, unless as each such registration statement may be amended pursuant to the context otherwise requiresAct. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended from time to time until the date of the Prospectus is referred to in this Agreement as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(a) of the Act prior to or on the date hereof. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Units. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto. “Time of Sale” means 6:50, New York City time, on January 14, 2014. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. In connection A registration statement on Form S-3 (File No. 333-258301) with respect to the Securities and the Warrant Shares, including a preliminary form of prospectus, has been prepared by the Company in conformity with the Offeringrequirements of the Securities Act of 1933, as amended (the Company has prepared “Act”), and filed with the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Such registration statement has been declared effective by the Commission. Such registration statement, including the amendments, exhibits and schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, including the Rule 430B Information, is referred to herein as the “Registration Statement.” If the Company has elected to rely upon Rule 462(b) of the Rules and Regulations to increase the size of the offering registered under the Act, the Company will prepare and file with the Commission a registration statement (File No. 333- with respect to such increase pursuant to Rule 462(b) on Form S-11 for the registration of the Rules and Regulations (such registration statement, including the contents of the Registration Statement incorporated by reference therein is the “Rule 462(b) Registration Statement”). References herein to the “Registration Statement” will be deemed to include any such Rule 462(b) Registration Statement at and after the time of filing of the Rule 462(b) Registration Statement. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the Warrant Shares and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the Warrant Shares and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act as of the date of such Prospectus. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing, is deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one which is deemed to be incorporated therein by reference therein or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective otherwise deemed by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean be a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company The Partnership has prepared and filed with the Securities and Exchange Commission (in accordance with the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 and S-1 (File No. 333-192328), including a prospectus subject to completion, relating to the prospectus contained thereinUnits. Such “Registration Statement,” including all amendments filed thereto, has become effective. The date that the Registration Statement, as finally amended at amended, including the date the registration statement financial statements, exhibits and schedules thereto, became effective is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as .” The prospectus in the “form included in the Registration Statement” and the “Prospectus”Statement or, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Act and such information is thereafter included in a prospectus filed by with the Company Commission pursuant to either Rule 424(b) under the Act or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each a post-effective amendment to the Registration Statement after the Registration Statement became effective, the prospectus as so filed, is referred to in this Agreement as the “Prospectus.” If the Partnership files another registration statement with the Commission to register a portion of the Units pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-1 (File No. 333-192328) and the Rule 462 Registration Statement, unless as each such registration statement may be amended pursuant to the context otherwise requiresAct. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended from time to time until the date of the Prospectus is referred to in this Agreement as the “Preliminary Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(a) of the Act prior to or on the date hereof. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Units. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto. “Time of Sale” means [ ], New York City time, on January [ ], 2014. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-148854), for the registration of the up to $3,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the amended, (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement is declared effective by filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as herein called the “Registration Statement” and the prospectus contained therein is called the “Prospectus”, except that (i) ,” and if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2 (File No. 333- ) on Form S-11 333-189544 ), for the registration of the up to 209,000,000 Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement, as amended, including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein, and any registration statement on Form S-11 filed under Rule 462(b) of the Securities Act, are herein called the “Registration Statement,” and the prospectus contained therein, as finally amended at the date the registration statement therein is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and herein called the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented in such Registration Statement, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) 497 of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, 497 from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such , a registration statement have been or may be so prepared and filedon Form F-1, including a prospectus, relating to the Shares. The registration statement on Form S-11 contains two prospectuses to be used in connection with the offering and sale of the Shares: the U.S. prospectus, to be used in connection with the offering and sale of Shares in the United States and Canada to United States and Canadian Persons, and the international prospectus, to be used in connection with the offering and sale of Shares outside the United States and Canada to persons other than United States and Canadian Persons. The international prospectus contained thereinis identical to the U.S. prospectus except for the outside front and back cover pages. The registration statement, as finally amended at the date time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “U.S. prospectus and the international prospectus in the respective forms first used to confirm sales of Shares are hereinafter collectively referred to as the "Prospectus”, except that (i) if ". If the Company files has filed or is required pursuant to the terms hereof to file a post-effective amendment registration statement pursuant to such registration statementRule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), then then, unless otherwise specified, any reference herein to the term “"Registration Statement” shall, from and after the declaration of the effectiveness of " shall be deemed to include such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiRule 462(b) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinThe Company has also entered into Subscription Agreements, each dated November 13, 1997 (the "Institutional Investor Subscription Agreements"), with certain institutional investors (the "Institutional Investors"), pursuant to which the Institutional Investors purchased an aggregate of 2,098,932 Common Shares and Class A Warrants to purchase an aggregate of ______ Common Shares, and Subscription Agreements, each dated November 13, 1997 (the "Sponsor Subscription Agreements", and together with the Institutional Investor Subscription Agreements, the terms “Registration Statement”"Subscription Agreements"), “preliminary Prospectus” with Head & Co. L.L.C. and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used hereincertain of its affiliates (collectively, the term “Effective Date” also shall refer "Sponsors," and together with the Institutional Investors, the "Initial Investors"), pursuant to which the Sponsors purchased an aggregate of 574,867 Common Shares, Class A Warrants to purchase an aggregate of _______ Common Shares, and Class B Warrants to purchase up to 1,148,087 Common Shares, in each case on the Closing Date (as hereinafter defined). The Common Shares purchased by the Initial Investors are hereinafter collectively referred to as the "Initial Investors Shares" and the Class A Warrants and Class B Warrants purchased by the Initial Investors are hereinafter collectively referred to as the "Warrants." Each of the existing shareholders (the "Existing Shareholders") of European Specialty Group Holding AG ("ESG Germany") have entered into agreements (the "Formation Agreements"), pursuant to which the Existing Shareholders exchanged all of their interests in ESG Germany for an aggregate of 900,000 Common Shares (the "Formation Shares") prior to the effective date of each post-effective amendment to Closing Date (the Registration Statement, unless the context otherwise requires"Formation").

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-169850), including a preliminary form of prospectus, relating to the Shares and such amendments to the registration statement and prospectus included therein as may have been required to the date hereof. The Company will file with the Commission either: (i) prior to effectiveness of such registration statement, a further amendment thereto, including a form of prospectus, and if required after effectiveness of such registration statement, a final prospectus in accordance with Rule 424(b) of the Shares rules and regulations (“Rules and Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”); or (ii) after effectiveness of such registration statement, a final prospectus in accordance with Rules 430A and the rules and regulations 424(b) of the Commission promulgated thereunder (the “Securities Act Rules and Regulations. Any such preliminary prospectus and any prospectus included in the registration statement at the time it becomes effective that omits information pursuant to Rule 430A of the Rules and Regulations, is referred to herein as a “preliminary prospectus”); one or more amendments such registration statement, as it may have been amended at the time when it becomes effective, including financial statements, exhibits and the information, if any, deemed to be a part of such registration statement have been or may be so prepared by virtue of Rule 430A of the Rules and filed. The registration statement on Form S-11 and the prospectus contained thereinRegulations, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to herein as the “Registration Statement” ”; the preliminary prospectus that was included in the Registration Statement immediately prior to the time it became effective is referred to herein as the “Pricing Prospectus”; such final form of prospectus, in the form in which it was first filed pursuant to Rule 424(b) of the Rules and Regulations or, if no filing pursuant to Rule 424(b) of the Rules and Regulations is made, in the form included in the Registration Statement at the time it becomes effective, is referred to herein as the “Prospectus”; and, except that (i) if applicable, any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”. If the Company files a post-effective amendment has filed an abbreviated registration statement to such registration statementregister additional shares of Common Stock pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall, from and after the declaration of the effectiveness of shall be deemed to include such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the 462 Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-249419) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Securities and after the declaration offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Securities and (ii) if the prospectus filed by offering thereof in accordance with the Company pursuant to either provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2 (File No. 333- ) on Form S-11 333-213716), for the registration of the up to 264,000,000 Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement, as amended, including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein, and any registration statement on Form S-11 filed under Rule 462(b) of the Securities Act, are herein called the “Registration Statement,” and the prospectus contained therein, as finally amended at the date the registration statement therein is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and herein called the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as amended by such post-effective amendmentso amended, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented in such Registration Statement, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) 497 of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, 497 from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company Trust has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-194162) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company Trust files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company Trust pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-265981) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Securities and after the declaration offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Securities and (ii) if the prospectus filed by offering thereof in accordance with the Company pursuant to either provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-152653), for the registration of the up to $3,000,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the amended, (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement is declared effective by filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as herein called the “Registration Statement” and the prospectus contained therein is called the “Prospectus”, except that (i) ,” and if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company Duke Capital has prepared and filed with ------------------------------------- the Securities and Exchange Commission (the “Commission”) , and there has become effective, a registration statement (File No. 333- ) on Form S-11 for S-3, including a prospectus, relating to the registration of Securities (as such term is defined on Schedule I hereto). Such Registration Statement, as amended, and including the Shares information deemed to be a part thereof pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules documents incorporated or deemed to be incorporated by reference therein, are hereinafter called, collectively, the "Registration Statement"; the related preliminary prospectus dated March 2, 2001, including the documents incorporated or deemed to be incorporated by reference therein, [and regulations preliminary prospectus supplemented dated __________] are hereinafter called, [collectively] the "preliminary prospectus";] and the related prospectus dated ______________, including the documents incorporated or deemed to be incorporated by reference therein, [and prospectus supplement dated _______________] are hereinafter called, [collectively,] the "Prospectus." The Company and Duke Capital have provided copies of the Commission promulgated thereunder (Registration Statement [, the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 preliminary prospectus] and the prospectus contained thereinProspectus to the Remarketing Agent, as finally amended at and hereby consents to the date use of the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” [preliminary prospectus] and the “Prospectus”, except that (i) if Prospectus in connection with the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration remarketing of the effectiveness of such post-effective amendment by Securities. [In the Commissionevent that a Registration Statement is not required, refer to such registration statement as amended by such post-effective amendment, insert the following: The Company and the term “Prospectus” shall refer Duke Capital have provided to the amended prospectus then on file Remarketing Agent, for use in connection with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) remarketing of the Securities Act Rules (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum and Regulations shall differ from [describe other materials, if any]. Such remarketing memorandum (including the prospectus on file at documents incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the time "Prospectus," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary prospectus")]. The Company and Duke Capital hereby consent to the use of the Prospectus [and the preliminary prospectus] in connection with the remarketing of the Securities]. All references in this Agreement to amendments or supplements to the Registration Statement [, the preliminary prospectus] or the most recent post-effective amendment theretoProspectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, if anyas amended (the "1934 Act"), shall have become effectivewhich is incorporated or deemed to be incorporated by reference in the Registration Statement [, then the term “preliminary prospectus] or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively called the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3, including a prospectus, relating to, among other things, its common stock, $0.01 par value per share, and the prospectus contained thereinhas filed with, as finally amended at the date the registration statement is declared effective by or transmitted for filing to, the Commission a prospectus supplement (the “Effective Date”"Prospectus Supplement") are respectively hereinafter referred specifically relating to as the “Shares pursuant to Rule 424 under the Act. The term "Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to " means such registration statement, then including the exhibits thereto, as amended to the date of this Agreement. The term “"Basic Prospectus" means the prospectus included in the Registration Statement” shall, from and after . The term "Prospectus" means the declaration Basic Prospectus together with the Prospectus Supplement in the form first used to confirm sales of the effectiveness of such post-effective amendment by Shares. If the Commission, refer to such Company has filed or files an abbreviated registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company register additional shares of Common Stock pursuant to either Rule 424(b462(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from (the prospectus on file at the time "Rule 462 Registration Statement"), then any reference herein to the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer be deemed to include such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed462 Registration Statement. The term “"preliminary Prospectus” as used herein shall mean prospectus" means a preliminary prospectus related supplement specifically relating to the Shares as contemplated by Rule 430 or Rule 430A of together with the Securities Act Rules and Regulations included at any time as part of the Registration StatementBasic Prospectus. As used herein, the terms “"Registration Statement”, “," "Basic Prospectus," "Prospectus" and "preliminary Prospectus” and “Prospectus” prospectus" shall include in each case the documents, if any, documents incorporated by reference therein. As The terms "supplement" and "amendment" or "amend" as used herein, in this Agreement shall include all documents subsequently filed by the term “Effective Date” also shall refer Company with the Commission pursuant to the effective date Securities Exchange Act of each post-effective amendment 1934, as amended (the "Exchange Act"), that are deemed to be incorporated by reference in the Registration Statement, unless the context otherwise requiresProspectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); , a registration statement on Form S-3 (File No. 333-107583), including a prospectus subject to completion, relating to the Shares. The Company has also filed one or more amendments to such registration statement statement, copies of which have been or may be so prepared and filedfurnished to you. The registration statement on Form S-11 and After the prospectus contained therein, as finally amended at the effective date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to of such registration statement, then the term “Registration Statement” shallCompany will next file a final prospectus in accordance with Rules 430A and 424(b) and/or (c). Such registration statement, from as amended, including the financial statements, documents incorporated by reference therein, exhibits and after schedules thereto, at the declaration of the effectiveness of such post-time when it becomes effective amendment by the Commission, refer to such registration statement and as thereafter amended by such any post-effective amendment, and is referred to in this Agreement as the term “Prospectus” shall refer to "Registration Statement." The prospectus in the amended prospectus then on file with form included in the CommissionRegistration Statement or, and (ii) if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Act and such information is thereafter included in a prospectus filed by with the Company Commission pursuant to either Rule 424(b) under the Act, or 424(c) of the Securities Act Rules and Regulations shall differ from the any prospectus on file at the time the Registration Statement supplement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed, is referred to in this Agreement as the "Prospectus." If the Company elects, with the consent of the Representative, to rely on Rule 434 under the Act, all references to the Prospectus shall be deemed to include the form of prospectus and the term sheet contemplated by Rule 434, taken together, provided to the Underwriters by the Company in reliance on Rule 434 under the Act (the "Rule 434 Prospectus"). If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to include the Registration Statement and the Rule 462 Registration Statement, unless the context otherwise requires.as each such registration statement may be

Registration Statement and Prospectus. In connection with An “automatic shelf registration statement” as defined under Rule 405 under the OfferingSecurities Act of 1933, as amended (the Company “Act”) on Form S-3 (File No. 333-206500) has prepared and been filed with the Securities and Exchange Commission (the “Commission”) a not earlier than three years prior to the date hereof and Post-Effective Amendment No.1 in respect of the Securities was filed with the Commission on July 31, 2017; such registration statement (File No. 333- ) on Form S-11 and the post-effective amendment thereto each became effective upon its respective filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)Commission, and the rules and regulations no notice of objection of the Commission promulgated thereunder to the use of such registration statement including the post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Transaction Entities (the base prospectus with respect to the Issuer’s debt securities filed as part of such registration statement, as amended, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Securities Act Rules and RegulationsBasic Prospectus”); one or more amendments the preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement have been or may statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained thereinstatement, each as finally amended at the date time such part of the registration statement is declared effective by the Commission (the “Effective Date”) became effective, are respectively hereinafter referred to as collectively called the “Registration Statement” ”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) of this Agreement), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, except that (i) if the Company files a post-effective amendment Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, documents incorporated by reference therein. As used hereintherein pursuant to Item 12 of Form S-3 under the Act, as of the term “Effective Date” also date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to the effective date of each and include any post-effective amendment to the Registration Statement, unless any prospectus supplement relating to the context otherwise requires.Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Transaction Entities filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);

Registration Statement and Prospectus. In connection A registration statement on Form SB- 2 (File No. 333-_______) with respect to the Shares, including the related prospectus, copies of which have heretofore been delivered by the Company to the Underwriters, has been filed by the Company in conformity with the Offering, the Company has prepared and filed with requirements of the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The After the execution of this Agreement, the Company will file with the Commission either (a) if such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the “Effective Date”Act or permitted by Rule 424(b) are respectively hereinafter referred under the Act and as have been provided to as and approved by the “Registration Statement” and Representatives prior to the “Prospectus”execution of this Agreement, except that or (ib) if such registration statement, as it may have been amended, has not been declared by the Company files a post-Commission to be effective under the Act, an amendment to such registration statement, then including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. As used in this Agreement, the term “"Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to " means such registration statement on Form SB- 2 and all amendments thereto, including the prospectus, all exhibits and financial statements, as amended by such post-effective amendment, it becomes effective; the term "Preliminary Prospectus" means each prospectus included in said Registration Statement before it becomes effective; and the term “"Prospectus” shall refer to " means the amended prospectus then on file first filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from or, if no prospectus is required to be filed pursuant to said Rule 424(b), such term means the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become when it becomes effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-178651) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 and S-1 (File No. 333-_______), including a prospectus subject to completion, relating to the prospectus contained thereinShares. Such registration statement, as finally amended at the date the registration statement is declared time when it becomes effective by the Commission (the “Effective Date”) are respectively hereinafter referred to and as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as thereafter amended by such post-effective amendment, and is referred to in this Agreement as the term “Prospectus” shall refer to "Registration Statement." The prospectus in the amended prospectus then on file with form included in the CommissionRegistration Statement, and (ii) or, if the prospectus included in the Registration Statement omits information in reliance upon Rule 430A under the Act and such information is included in a prospectus filed by with the Company Commission pursuant to either Rule 424(b) under the Act or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed is referred to in this Agreement as the "Prospectus." If the Company elects to rely on Rule 434 under the Act, all references to the Prospectus shall be deemed to include, without limitation, the form of prospectus and the term sheet contemplated by Rule 434, taken together, provided to the Underwriters by the Company in reliance on Rule 434 under the Act (the "Rule 434 Prospectus"). If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Act (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to include the registration statement on Form S-1 (File No. 333-_____) and the Rule 462 Registration Statement, unless as each such registration statement may be amended pursuant to the context otherwise requiresAct. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended from time to time until the date of the Prospectus, are collectively referred to in this Agreement as the "Prepricing Prospectus." For purposes of this Agreement, all references to the Registration Statement, the Prospectus, any Prepricing Prospectus, any Rule 434 Prospectus, any Rule 462 Registration Statement or any amendment or supplement to any of the foregoing shall be deemed to include the respective copies thereof filed with the Commission pursuant to the Commission's Electronic Data Gathering Analysis and Retrieval System ("Xxxxx").

Registration Statement and Prospectus. In connection with (i) The Company meets the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on requirements for use of Form S-11 for the registration of the Shares S-2 under the Securities Act of 1933Act. The Original Registration Statement, as amended (including the “Preliminary Prospectus, has been filed by the Company with the Commission under the Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement Registration Statement may have been or may be so prepared and filed. The registration statement on Form S-11 and After the prospectus contained thereinexecution of this Agreement, the Company will file with the Commission either (x) if such Registration Statement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Securities Act, either (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (iI) if the Company files relies on Rule 434 under the Securities Act, a post-effective Term Sheet relating to the Shares that shall identify the Preliminary Prospectus that it supplements containing such information as is required or permitted by Rules 434, 430A and 424(b) under the Securities Act or (II) if the Company does not rely on Rule 434 under the Securities Act, a prospectus in the form most recently included in an amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto(or, if any, shall have become effective, then the term “Prospectus” shall refer to no such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it amendment shall have been filed. The term “preliminary Prospectus” , in such Registration Statement), with such changes or insertions as used herein shall mean a preliminary prospectus related to the Shares as contemplated are required by Rule 430 or Rule 430A of under the Securities Act Rules or permitted by Rule 424(b) under the Securities Act, and Regulations included at any time in the case of either clause (I) or (II) of this sentence, as part of have been provided to and approved by the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer Representatives prior to the effective date execution of each post-effective amendment to the this Agreement, or (y) if such Registration Statement, unless as it may have been amended, has not been declared by the context otherwise requiresCommission to be effective under the Securities Act, an amendment to such Registration Statement, including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. The Company may also file a Rule 462(b) Registration Statement with the Commission for the purpose of registering certain additional Shares, which registration shall be effective upon filing with the Commission.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-140842), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary DRIP (a "DRIP Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein"), the term “Effective Date” also "Prospectus" shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment to the Registration Statement, unless the context otherwise requireseffectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2 (File No. 333- ) on Form S-11 333-167730 ), for the registration of the up to 150,000,000 Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement, as amended, including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein, and any registration statement on Form S-11 filed under Rule 462(b) of the Securities Act, are herein called the “Registration Statement,” and the prospectus contained therein, as finally amended at the date the registration statement therein is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and herein called the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented in such Registration Statement, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) 497 of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, 497 from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-220496) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments thereto, the exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement that may be filed by the Company. 1 Plus an option to purchase up to 284,827 additional shares to cover over-allotments, from if any. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and after the declaration offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Securities and (ii) if the prospectus filed by offering thereof in accordance with the Company pursuant to either provisions of Rule 430B and Rule 424(b) or 424(c) of the Securities Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so amended or supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “set forth,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) and amendments on Form S-11 (No. 333-______), each containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities "Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for it to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the 2 registration statement is declared becomes effective by (including financial statements, exhibits and all other documents filed as a part thereof or incorporated therein), are herein called the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”", respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the Commissionas so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to mailed for filing with the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresCommission.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”): (i) the Initial Registration Statement, (ii) a registration statement (File No. 333-217579) on Form S-11 (the “Follow-On Registration Statement”) for the registration of the Follow-On Shares, and (iii) a registration statement (File No. 333-220940) on Form S-3 for the registration of the DRP Shares (“DRP Registration Statement”); , and one or more amendments to such registration statement statements have been or may be so prepared and filed. The registration statement on Form S-11 Initial Registration Statement, Follow-On Registration Statement and DRP Registration Statement and the prospectus prospectuses contained therein, as finally amended or supplemented at the date the each respective registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively each hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (iA) if the Company files a post-effective amendment to such registration statementstatements, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiB) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer Exhibit 1.10 to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3 under the Act (the "registration statement"), including a prospectus relating to the maximum number of shares of Common Stock (the "Shares") issuable by the Company upon conversion of the Debentures and the prospectus contained thereinin accordance with this Agreement. The Company has also filed such amendments thereto, if any, as finally amended at may have been required to the date hereof and will file, if required, on or prior to the effective date of the registration statement is declared one or more additional amendments thereto. As used in this Agreement, the term "Registration Statement" means such registration statement in the form in which it becomes effective and includes all financial statements, reports and documents incorporated by reference therein and not required to be filed therewith by Form S-3 under the Act (the "Incorporated Documents"), filed in accordance with the Securities Exchange Act of 1934, as amended, and the rules, regulations and forms of the Commission thereunder (collectively, the “Effective Date”"Exchange Act") are respectively hereinafter referred to as on or before the “date on which the Registration Statement” and the “Prospectus”Statement becomes effective; provided, except however, that (i) if the Company files a post-any documents pursuant to Section 13 or 14 of the Exchange Act after the time the Registration Statement becomes effective amendment and prior to such registration statementthe termination of the offering of the Common Stock by the Purchasers, then which documents are deemed to be incorporated by reference into the Registration Statement or the Prospectus, the term “Registration Statement” shall, "Incorporated Documents" shall include the documents so filed from and after the declaration of the effectiveness of such post-effective amendment by time said documents are filed with the Commission. The term "Prospectus" means the prospectus, refer to such registration statement as amended by such post-effective amendmentincluding any Incorporated Documents, and the term “Prospectus” shall refer to the amended prospectus then on file with the CommissionCommission at the time the Registration Statement becomes effective; provided, and (ii) however, that if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities rules and regulations of the Commission under the Exchange Act Rules and Regulations shall differ differs from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretosuch prospectus, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus filed pursuant to either the Rule 424(b) or 424(c), as the case may be, Prospectus from and after the date on which time it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related is mailed or otherwise delivered to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresCommission for filing.