Common use of Registration Statement Clause in Contracts

Registration Statement. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereof.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-159376) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on June 4, 2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-150260) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on May 5, 2008, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s actual knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. (i) The Company meets has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-162080) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, at any given time, including amendments 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 and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430A, 430B or 430C under the Securities Act or otherwise pursuant to the Securities Act at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Act and has prepared and filed Securities Act. The offering of the Securities by the Company complies with the Commission an automatic shelf registration statement, as defined in applicable requirements of Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration 415 under the Act Securities Act. The Company has complied with all requests of the offering and sale Commission for additional or supplemental information. (ii) No stop order preventing or suspending use of the Securities. Such Registration Statement, including any amendments thereto filed prior to Preliminary Prospectus or the Execution TimeProspectus or the effectiveness of the Registration Statement, became effective upon filing. The Company may have filed with has been issued by the Commission, as part of an amendment and no proceedings for such purpose have been instituted or, to the Registration Statement Company’s knowledge, are contemplated or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to threatened by the Securities, each of which has previously been furnished to you. Commission. (iii) The Company will proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in accordance the Registration Statement relating to the Securities in the form heretofore delivered to the Placement Agent. Such prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to the date of this Agreement is hereinafter called the “Base Prospectus.” Such prospectus supplement, in the form in which it shall be filed with the Commission pursuant to Rule 424(b). As filed) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such final prospectus supplement shall contain all information required by the Act and the rules thereunderprospectus, and, except in the case of any reference herein to the extent the Representative shall agree in writing to a modificationProspectus, also shall be in all substantive respects in deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the form furnished to you Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the Execution Time ortermination of the offering of the Securities by the Placement Agent. (iv) For purposes of this Agreement, all references to the extent not completed at the Execution TimeRegistration Statement, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and Prospectus, any Preliminary Prospectus) as , the Company has advised youProspectus 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, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(xAnalysis and Retrieval System (“▇▇▇▇▇”). Any reference herein All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to mean and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the subsequent filing of any document under the Securities Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus1934, as amended (collectively with the case may berules and regulations promulgated thereunder, the “Exchange Act”)) and which is deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereofreference therein or otherwise deemed to be a part thereof.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-185898) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on February 5, 2013, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act. In the event that a Direct Placement occurs off a registration statement other than the Registration Statement, prior to the commencement of any such Placement, the Company shall make written representations, warranties and covenants to HCW as to such subsequent registration statement (and other offering documents) that are substantially the same as the representations, warranties and covenants made under this Section, which representations, warranties and covenants shall be reasonably satisfactory to HCW.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (file number 333-195387) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on May 12, 2014 for the registration under the Securities Act of the Securities. At the time of filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended as of the date of this Agreement and as of the Closing, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. The Securities are defined being issued pursuant to the Registration Statement and the issuance of the Securities has been registered by the Company under the Securities Act. The Registration Statement is effective and available for the issuance of the Securities thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in Section 13 hereofwriting to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Securities hereunder. (B) The Registration Statement (and any further documents incorporated therein) contains all exhibits and schedules as required by the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, as applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and the Prospectus Supplement, each as of its respective date, will comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the respective date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, if any, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company will not, without the prior consent of the Placement Agent or except as required by law, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Securities other than the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act. (E) The Company shall cooperate with the Placement Agent in making the filing required by FINRA Rule 5110, including the payment of the filing fee required by FINRA thereunder; and shall cooperate in making all Blue Sky filings in such reasonable number of states as requested by the Placement Agent, and the Company shall directly pay all filing fees required in connection therewith and the reasonable fees of the Placement Agent’s Blue Sky counsel.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (Registration File No. 333-160794) under the Securities Act of 1933, as amended (the "Securities Act"), which became effective on August 12, 2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the "Rules and Regulations") of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the "Registration Statement"; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the "Base Prospectus"; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). "Prospectus Supplement." Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the "Incorporated Documents") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “"amend”, “," "amendment” " or “"supplement” " with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is "contained," "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act and the "Time of Sale Prospectus" means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Securities Act") and has prepared and filed with the Commission an automatic shelf a registration statement, as defined in Rule 405 statement (file number 333-140537), 121636) on Form S-3, including a related Base Prospectusbasic prospectus, for registration under the Securities Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have has filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securitiesamendments thereto, including a Preliminary Final Prospectus, each of which has previously been furnished to you. The Company will next file with the Commission one of the following: (a) after the Effective Date of such registration statement, a final prospectus supplement relating to the Securities in accordance with Rule Rules 430A and 424(b), (b) prior to the Effective Date of such registration statement, an amendment to such registration statement (including the form of final prospectus supplement) or (c) a final prospectus in accordance with Rules 415 and 424(b). In the case of clause (a), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act to be included in such registration statement and the Final Prospectus. As filed, such final prospectus supplement or such amendment and form of final prospectus supplement shall contain all information Rule 430A Information, together with all other such required by the Act and the rules thereunderinformation, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time Closing Date or, to the extent not completed at the Execution TimeClosing Date, shall contain only such specific additional information and other changes (beyond those that contained in the Base Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution TimeClosing Date, will be included or made therein. The Registration Statement, at the Execution TimeClosing Date, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereof.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration No. 333-185991) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on January 22, 2013, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, the information set forth on Schedule 2(A), together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed as required or (y) will not be filed within the requisite time period. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Placement Agent acknowledges that all such materials as exist on the date of this letter are available on ▇▇▇▇▇. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares pursuant to the Placement other than the Base Prospectus, the Time of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No.333-173098) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on April 19, 2011, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Placement Agent acknowledges that all such materials as exist on the date of this letter are available on ▇▇▇▇▇. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares pursuant to the Placement other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-163347) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on January 7, 2010, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms Incorporated Documents shall be deemed to include all financial statements and schedules, exhibits and other information which are or are deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that are or are deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent as follows: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-156997) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on February 12, 2009, for the registration under the Securities Act of the Shares and Warrants. At the time of such filing, the Company met the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the SecuritiesSecurities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule. The Company will file with the Commission, pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated under this Act, a supplement to the form of prospectus included in such registration statement relating to the placement of the Shares and Warrants and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented). , is hereinafter called the “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement,” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement, shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is, or is deemed to be, incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “Time of Sale Prospectus” means the preliminary prospectus supplement used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agents that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-248709) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on September 17, 2020, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunderplan of distribution thereof. Such registration statement, andincluding the exhibits thereto, except to as amended at the extent date of this Agreement, is hereinafter called the Representative shall agree in writing to a modification, shall be in all substantive respects “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the Base Prospectus, or the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agents, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agents complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agents reasonably request. The Placement Agents acknowledge that all such materials as exist on the date of this letter are available on E▇▇▇▇. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares pursuant to the Placement other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-148287) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on February 2, 2008, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC ¨ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ ¨ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ¨ ▇▇▇.▇▇▇▇.▇▇▇ ¨ Member: FINRA, SIPC The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-172190) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on 4/13/2011, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-159454) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on May 22, 2009, for the registration under the Securities Act of Common Shares and warrants to purchase Common Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Securities Act Rules and Regulations”) of the Commission promulgated under the Securities Act, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunderplan of distribution thereof. Such registration statement, andincluding the exhibits thereto, except to as amended at the extent date of this Agreement, is hereinafter called the Representative shall agree in writing to a modification, shall be in all substantive respects “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue filing date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue filing date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-160299) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on September 9, 2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Offering, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Offering pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-166551) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on May 19, 2010,, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunderplan of distribution thereof, and, except and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein.. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. (A) The Company meets represents and warrants to, and agrees with, Maxim that: (A) the requirements for use of Form S-3 under the Act and Company has prepared and filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statementstatement on Form F-3 under the Securities Act of 1933, as defined in Rule 405 amended (file number 333-140537the “Securities Act”), on Form S-3, including a related Base Prospectus, for the registration under the Securities Act of the offering and sale of the Securities. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to registration statement meets the Execution Time, became effective upon filing. The Company may have filed requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised Maxim of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. (i) The Company meets Registration Statement has heretofore become effective under the requirements for Act; no stop order of the Commission preventing or suspending the use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Basic Prospectus, for registration under the Act Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Timehas been issued, became effective upon filing. The Company may and no proceedings for such purpose have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time instituted or, to the extent not completed at Company’s knowledge, are contemplated by the Execution Time, shall contain only such specific additional information and other changes Commission; (beyond those contained in the Base Prospectus and any Preliminary Prospectusii) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration StatementStatement complied when it was filed, complied as of the Effective Time and, as amended or supplemented, at the Execution Time, meets Time of Purchase and at the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 Additional Time of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusPurchase, as the case may be, deemed and at all times during which a prospectus is required by the Act to be incorporated delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities, will comply, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Securities as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5) under the Act); the Registration Statement did not, as of the Effective Time, and will not, as of the Time of Purchase and the Additional Time of Purchase, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Basic Prospectus complied as of its date and the date it was filed with the Commission, complies as of the date hereof and, at the Time of Purchase and at the Additional Time of Purchase, as the case may be, and at all times during which a prospectus is required by reference. Certain terms used herein are defined the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities, will comply, in all material respects, with the requirements of the Act; the Disclosure Package did not, as of the Time of Sale, and will not, as of the Time of Purchase and the Additional Time of Purchase, as the case may be, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the Prospectus Supplement and the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, the Time of Purchase and the Additional Time of Purchase, as the case may be, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities, in all material respects, with the requirements of the Act (in the case of the Prospectus, including, without limitation, Section 10(a) of the Act); at no time during the period that begins on the earlier of the date of the Prospectus Supplement and the date the Prospectus and ends at the later of the Time of Purchase, the Additional Time of Purchase and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities did or will any Prospectus Supplement or the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, and at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the Time of Purchase and at the Additional Time of Purchase, as the case may be, did or will any Permitted Free Writing Prospectus include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty in this Section 3(a) with respect to any statement contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the Underwriter and furnished in writing by such Underwriter to the Company expressly for use in the Registration Statement, the Prospectus or such Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 13 hereof8(g); each Incorporated Document, at the time such document was filed with the Commission, complied, in all material respects, with the requirements of the Exchange Act and did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Registration Statement. (i) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statement on Form F-3 (File No. 333-163063) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), and such amendments to such registration statement as may have been required up to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3at any given time, including a related Base Prospectusamendments thereto at such time, for registration the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430A, 430B or 430C under the Securities Act or otherwise pursuant to the Securities Act at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the offering and sale of the Securities. Such Rule 462(b) Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filingterm “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company may have filed and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form F-3 under the Securities Act. The offering of the Shares by the Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information. (ii) No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus or the Prospectus or the effectiveness of the Registration Statement, has been issued by the Commission, as part of an amendment and no proceedings for such purpose have been instituted or, to the Registration Statement Company’s knowledge, are contemplated or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to threatened by the Securities, each of which has previously been furnished to you. Commission. (iii) The Company will proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares and the Offering in accordance the form heretofore delivered to the Placement Agent. The prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with Rule 424(b). As filed, such the Commission on or prior to the execution and delivery of this Agreement is hereinafter called the “Base Prospectus.” The final prospectus supplement shall contain all information required by with respect to the Act Shares and the rules thereunderOffering, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus, and, except in the case of any reference herein to the extent the Representative shall agree in writing to a modificationProspectus, also shall be in all substantive respects in deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the form furnished to you Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the Execution Time ortermination of the offering of the Shares by the Placement Agent. (iv) For purposes of this Agreement, all references to the extent not completed at the Execution TimeRegistration Statement, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and Prospectus, any Preliminary Prospectus) as , the Company has advised youProspectus 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, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(xAnalysis and Retrieval System (“E▇▇▇▇”). Any reference herein All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to mean and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the subsequent filing of any document under the Securities Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus1934, as amended (collectively with the case may berules and regulations promulgated thereunder, the “Exchange Act”) and which is deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereofreference therein or otherwise deemed to be a part thereof.

Registration Statement. The Company meets represents and warrants to, and agrees with, ▇▇▇▇▇▇ that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-152640) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on August 8, 2008, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised ▇▇▇▇▇▇ of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as in connection with this Offering is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Offering, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 Placement Agent that: (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. A) The Company will file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) as soon as practicable after the execution of this Agreement. The Company will use commercially reasonable efforts to cause the registration statement to become effective pursuant to Rule 430A, and will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended as of its effective date and as of the Closing, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the amended or supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information Rules 430A and other changes 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so amended or supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 S-1 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. Notwithstanding anything to the contrary herein, the Company may abandon the Placement and withdraw the Registration Statement at any time prior to the execution by the Company of the Subscription Agreements (as defined below) for any reason or for no reason in its sole discretion without any liability to the Placement Agent, other than the reimbursement of outside legal expenses provided in Section 13 hereof1(B). (B) The Registration Statement (and any further documents to be filed with the Commission), at the time it becomes effective, will contain all exhibits and schedules as required by the Securities Act. The Registration Statement, at the time it becomes effective, will comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and will not and, as amended or supplemented, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, and the Prospectus Supplement, each as of its respective date, will comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, will not contain as of the respective dates thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, if any, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, that will not have been described or filed as required. (C) The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act. (E) The Company shall cooperate with the Placement Agent in making the filing required by FINRA Rule 5110, including the payment of the filing fee required by FINRA thereunder; and shall cooperate in making all Blue Sky filings B▇▇▇▇▇▇ and the Company shall agree upon, and the Company shall directly pay all filing fees required in connection therewith and the reasonable fees of E▇▇▇▇▇▇▇ G▇▇▇▇▇▇▇ & Schole as Blue Sky counsel to B▇▇▇▇▇▇.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-166859) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on June 10, 2010, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission in connection with the Placement) contains or will contain, as applicable, all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement, including any amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of ▇▇▇▇▇▇ expressly for use in the preparation thereof. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, when read together with the other information in the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and when read together with the other information in the Registration Statement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, that have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act in connection with the Placement has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company in connection with the Placement complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or upon request will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-151761) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on July 1, 2008, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Trust and the Company meets the requirements for use of Form S-3 under the Act and has have prepared and filed with the Securities and Exchange Commission an automatic shelf registration statement(the “Commission”) in accordance with the provisions of the Securities Act of 1933, as defined in Rule 405 amended, and the rules and regulations of the Commission thereunder (file number collectively, the “Securities Act”), a joint registration statement on Forms S-1 and S-3 (File Nos. 333-140537175395 and 333-175395-01), on Form S-3, including a related Base Prospectusprospectus subject to completion, for relating to the Units. The joint Registration Statement on Forms S-1 and S-3 of the Trust and the Company (File Nos. 333-175395 and 333-175395-01), as amended, including the financial statements, exhibits, annexes and schedules thereto, at the initial Effective Date and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement: (i) If the Trust and the Company have filed another registration statement with the Commission to register additional Common Units to be included in the Units pursuant to Rule 462(b) under the Securities Act of (the offering and sale of “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the Securities. Such Rule 462 Registration Statement, including any amendments thereto filed as such registration statement may be amended pursuant to the Securities Act. (ii) 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 each such prospectus as amended from time to time until the date of the Prospectus is referred to in this Agreement as a “Preliminary Prospectus.” (iii) The Preliminary Prospectus dated [ ], 2011 relating to the Units that was included in the Registration Statement immediately prior to the Execution Time, became effective upon filing. Time of Sale is referred to in this Agreement as the “Pricing Prospectus.” (iv) The Company may have filed with the Commission, as part of an amendment final prospectus relating to the Registration Statement or Units, in the form first filed pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to ) under the Securities Act, is referred to in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) this Agreement as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base “Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend.”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereof.

Registration Statement. A registration statement of the Company on Form S-1 (File No. 333-252703) (including all amendments thereto, the “Prior Registration Statement”) in respect of the Stock has been filed with the Securities and Exchange Commission (the “Commission”), on February 4, 2021 and declared effective on February 8, 2021, as amended by the post-effective amendment no. 1, filed and effective on March 29, 2021, as supplemented by the prospectus supplements thereto, filed on February 10, 2021, March 31, 2021, May 11, 2021, August 11, 2021 and November 16, 2021, respectively, and a registration statement on Form S-3 under the Act, initially filed with the Commission on January 5, 2022 (Registration No. 333-262009) (as so filed and as amended to date, the “S-3”and together with the Prior Registration Statement, the “Initial Registration Statement”). The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission in such form and meet the requirements of the Securities Act, and the Rules and Regulations. Other than (i) the Initial Registration Statement, (ii) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”), (iii) any Preliminary Prospectus (as defined below), (iv) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(i)(a) hereof, no other document with respect to the offer or sale of the Stock has prepared heretofore been filed with the Commission. 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 or pursuant to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the Commission (the base prospectus dated January 4, 2022 constituting a combined prospectus, filed with the Commission an automatic shelf registration statementpursuant to Rule 429 under the Act, as defined in Rule 405 relating to both the Prior Registration Statement and the S-3 (file number 333-140537), on Form S-3, including a related the “Base Prospectus, for registration under ”) together with any preliminary prospectus included in the Act of the offering and sale of the Securities. Such Initial Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have Statement or filed with the Commission, as part of an amendment to the Registration Statement or Commission pursuant to Rule 424(b) of the Rules and Regulations is hereinafter called a “Preliminary Prospectus”), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file Initial Registration Statement including all exhibits thereto and including the information contained in the Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed by virtue of Rule 430B under the Securities Act to be part of the Initial Registration Statement at the time it became effective is hereinafter collectively called the “Registration Statement.” If the Company has filed a Rule 462(b) Registration Statement, then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Base Prospectus, as supplemented by the final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filedoffer and sale of the Stock, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished filed pursuant to you prior to and within the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth time limits described in Rule 415(a)(1)(x). 424(b) under the Rules and Regulations, is hereinafter called the “Prospectus.” Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant therein. Any reference to Item 12 of Form S-3 which were filed under the Exchange Act on any amendment or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, supplement to any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act documents filed after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any such Preliminary Prospectus or the Final Prospectus under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be, . Any reference to any amendment to the Registration Statement shall be deemed to be 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 date of this Agreement that is incorporated therein by reference. Certain terms used herein are defined reference in Section 13 hereofthe Registration Statement.

Registration Statement. (i) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statement on Form S-1 (File No. 333-211211) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3at any given time, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to at such time, the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus exhibits and any Preliminary Prospectus) as the Company has advised youschedules thereto at such time, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed S-1 under the Exchange Securities Act on at such time and the documents and information otherwise deemed to be a part thereof or before included therein by Rule 430A, 430B or 430C under the Effective Date Securities Act or otherwise pursuant to the Securities Act at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1 under the Securities Act. The offering of the Securities by the Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information. (ii) No stop order preventing or suspending use of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final effectiveness of the Registration Statement, has been issued by the Commission, and no proceedings for such purpose have been instituted or, to the Company’s knowledge, are contemplated or threatened by the Commission. (iii) The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to the form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Placement Agent. Such prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to the date of this Agreement is hereinafter called the “Base Prospectus.” Such prospectus supplement, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any reference herein to the Base Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act as of the date of such prospectus, and, in the case may be; and of any reference herein to the terms “amend”Prospectus, “amendment” also shall be deemed to include any documents incorporated by reference therein, and any supplements or “supplement” amendments thereto, filed with respect the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Securities by the Placement Agent. (iv) For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Prospectus or any Preliminary 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 (“E▇▇▇▇”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus or the Final Prospectus shall be deemed to refer to mean and include the subsequent filing of any document under the Securities Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus1934, as amended (collectively with the case may berules and regulations promulgated thereunder, the “Exchange Act”) and which is deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereofreference therein or otherwise deemed to be a part thereof.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 159606) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on June 9, 2009, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission in connection with the Placement) contains or will contain, as applicable, all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement, including any amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of ▇▇▇▇▇▇ expressly for use in the preparation thereof. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, when read together with the other information in the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and when read together with the other information in the Registration Statement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, that have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act in connection with the Placement has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company in connection with the Placement complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or upon request, will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets the requirements for use of Form S-3 under the Act and has Ventas Entities have prepared and filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statement, as defined in Rule 405 statement on Form S-3 (file number File No. 333-140537158424), on Form S-3, including which contains a related base prospectus (the “Base Prospectus”), for registration under to be used in connection with the Act of the public offering and sale of the SecuritiesNotes. Such Registration Statementregistration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any amendments thereto filed required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any preliminary prospectus supplement that describes the Notes and the offering thereof and is used prior to the Execution Timefiling of the Prospectus is hereafter called, became effective upon filing. The Company may have filed together with the CommissionBase Prospectus, as part of an amendment to a “preliminary prospectus.” The term “Prospectus” shall mean the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Notes that is first filed pursuant to Rule 424(b). As filed, such final prospectus supplement shall contain all information required ) after the date and time that this Agreement is executed and delivered by the Act and parties hereto (the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the “Execution Time”), shall contain only such specific additional information and other changes (beyond those contained in together with the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus preliminary prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may beSecurities Act; and any reference herein to the terms “amend”, “amendment” any amendment or “supplement” with respect supplement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus preliminary prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act documents filed after the Effective Date of the Registration Statement or the issue date of the such Registration Statement, such Base Prospectus, any Preliminary Prospectus preliminary prospectus or the Final Prospectus, as the case may be, deemed to be under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and incorporated therein by reference. Certain terms used herein are defined reference in Section 13 hereofsuch Registration Statement, such Base Prospectus, any preliminary prospectus or Prospectus, as the case may be.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-161442) under the Securities Act of 1933, as amended (the “Securities Act”), which became automatically effective upon filing with the Commission on August 19, 2009, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) of the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) of the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined All references in Section 13 hereof.this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Cell Therapeutics, Inc.

Registration Statement. (A) The Company meets represents and warrants to, and agrees with, Maxim that: (A) the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised Maxim of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 16 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-237592) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on April 16, 2020, for the registration under the Securities Act of the Securities. At the time of such filing and as of the filing of the Company’s Form 10-K for the year ended December 31, 2019, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the Base Prospectus, or the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Shares sold as part of the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to each of the requirements for use of Placement Agents and each sub-placement agent and/or selected dealer, if any, and agrees with each such person (collectively, the “Agents”) that: (a) The Company will, promptly after the date hereof, file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base ProspectusSecurities Act, for the registration under the Securities Act of the offering Units and sale of the Securities. At the time of such filing, the Company met the requirements of Form S-1 under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to registration statement will meet the Execution Time, became effective upon filing. The Company may have filed requirements set forth in Rule 430A under the Securities Act and comply with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rules. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations of the Commission promulgated thereunder (the “Rules and Regulations”), a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities placement of the Units and the plan of distribution thereof and such other information as may have been omitted from the Base Prospectus in accordance compliance with Rule 424(b). As filed, such final prospectus supplement shall contain 430A and has advised the Placement Agents of all further information required by the Act (financial and the rules thereunder, and, except other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as filed with the Commission, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to Rule 424(b) (including the Execution Time Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the extent knowledge of the chief executive officer and chief financial officer of the Company (“Knowledge”), is threatened by the Commission. (b) The Registration Statement (and any further documents to be filed with the Commission) will contain all exhibits and schedules as required by the Securities Act. The Registration Statement will comply in all material respects with the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable Rules and Regulations, and the Registration Statement, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not completed at misleading. The Base Prospectus, and each Prospectus Supplement, each as of its respective date, will comply in all material respects with the Execution Time, shall contain only such specific additional information Securities Act and other changes (beyond those contained in the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, will not contain as of the date thereof any Preliminary Prospectusuntrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. (c) If the Company is not eligible to use free writing prospectuses in connection with the Offering pursuant to Rules 164 and 433 under the Securities Act, the Company will not prepare, use or refer to, any free writing prospectus. (d) The Company will deliver, as promptly as practicable, to the Placement Agents complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has advised youdistributed and none of them will distribute, prior to the Execution Timefinal Closing Date of Offering, will be included or made therein. The Registration Statementany offering material in connection with the offering and sale of the Units other than the Base Prospectus, at the Execution TimeProspectus Supplement, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include copies of the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to other materials permitted by the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereofSecurities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-161442) under the Securities Act of 1933, as amended (the “Securities Act”) for the registration under the Securities Act of the Securities. The registration statement has been declared effective by the Commission. At the time of the filing of the registration statement, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) of the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) of the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined All references in Section 13 hereof.this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-147947) under the Securities Act of 1933, as amended (the “ Securities Act”), which became effective on December 19, 2007, for the registration under the Securities Act of the Shares and Warrants. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and Warrants and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-159999) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on June 30, 2009, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunderplan of distribution thereof. Such registration statement, andincluding the exhibits thereto, except to as amended at the extent date of this Agreement, is hereinafter called the Representative shall agree in writing to a modification, shall be in all substantive respects “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 S-3, which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue filing date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue filing date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s actual knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission in connection with the Placement) contains or will contain, as applicable, all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied or will comply, as applicable, in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, complied or will comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof (or as of the “applicable time,” in the case of the Time of Sale Prospectus) any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As used herein, the “applicable time” shall mean 10:00 a.m. (Eastern time) on August 25, 2009. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof, which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, that have not been or will not be described or filed as required. Notwithstanding anything to the contrary contained herein, the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, Prospectus Supplement or any free writing prospectus, including any amendments or supplements thereto, in reliance upon, and in conformity with, information furnished in writing to the Company by or on behalf of ▇▇▇▇▇▇ expressly for use in or preparation thereof. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act in connection with the Placement has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable Rules and Regulations. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company, in each case in connection with the Placement, complies or will comply in all material respects with the requirements of the Securities Act and the applicable Rules and Regulations. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus in connection with the Placement. (D) The Company has delivered or made available, or will as promptly as practicable deliver or made available, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Securities other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. (i) The Company Republic meets the requirements for use of Form S-3 Schedule B under the Securities Act and of 1933, as amended (the “Securities Act”). The Republic has prepared and filed with the Commission an automatic shelf a registration statement under Schedule B (No. 333-270970) covering the registration of the Securities under the Securities Act and including the related base prospectus filed on July 5, 2023 (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). Such registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act amended as of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed together with the CommissionBase Prospectus constituting a part thereof, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final any prospectus supplement relating to the Securities and all documents incorporated by reference thereto, meet the requirements set forth in accordance Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. The Republic has filed preliminary prospectus supplements with the Commission pursuant to Rule 424(b) under the Securities Act, which have been furnished to the Underwriters (each, a “Preliminary Prospectus Supplement”). As filed, such final prospectus supplement shall contain all information required by and proposes to file with the Act Commission, pursuant to Rule 424(b) under the Securities Act, supplements to the Base Prospectus (each, a “Prospectus Supplement”) relating to the Securities and the rules thereunderplan of distribution thereof and has previously advised you of all other information (financial, andstatistical and other), except if any, with respect to the extent the Representative shall agree in writing Republic to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes set forth therein. Such registration statement (beyond those contained in including the Base Prospectus and any Preliminary Prospectus) documents incorporated by reference in such registration statement), as the Company has advised you, prior to amended as of the Execution Time, will be included or made including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein. The , if any, each as amended at the time such registration statement became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement, at .” The Base Prospectus together with the Prospectus Supplement in the form in which each shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time, meets Time is hereinafter referred to as the requirements set forth in Rule 415(a)(1)(x). Any “Final Prospectus;” and any reference herein to any amendment or supplement to the Registration Statement, the Base Prospectus, any Preliminary Final Prospectus or the Final Base Prospectus shall be deemed to refer to and include any annual reports on Form 18-K and any amendments to such Form 18-K on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after the documents Execution Time, under the United States Securities Exchange Act of 1934 (the “Exchange Act”) and incorporated by reference therein in the Final Prospectus. (ii) Prior to the termination of the offering of the Securities, the Republic will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing and which has not been approved by the Underwriters after consultation with their counsel. (iii) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto will, comply in all material respects with the provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither (A) the Registration Statement, as amended, at the Effective Time, at the Execution Time, on the date of any filing pursuant to Item 12 Rule 424(b) and on the Closing Date, contained or will contain an untrue statement of Form S-3 a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, will contain an untrue statement of a material fact or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were filed under made, not misleading; provided that the Exchange Act on Republic makes no representations or before the Effective Date of warranties with respect to any statements or omissions contained in the Registration Statement or the issue date of Final Prospectus made in reliance upon and in conformity with the Base Prospectusinformation furnished in writing to the Republic by the Underwriters, any Preliminary Prospectus expressly for use in the Registration Statement or the Final Prospectus. (iv) The Disclosure Package (as defined herein), at the date and time of the first sale of the Securities to the public, which was 9:02 p.m. New York City Time, on the date of this Agreement (the “Initial Sale Time”), when taken as a whole, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Republic by any Underwriter specifically for use therein. The Base Prospectus, as amended and supplemented as of the Execution Time; the Preliminary Prospectus Supplement; the issuer free writing prospectus, as defined in Rule 433 under the Securities Act (an “Issuer Free Writing Prospectus”) identified in Schedule IV hereto; and any other free writing prospectus as defined in Rule 405 under the Securities Act (each a “Free Writing Prospectus”), that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package, are collectively referred to as the “Disclosure Package.” (v) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may bebe (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference herein to in the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or Disclosure Package and the Final Prospectus shall be deemed to refer to and include or any further amendment or supplement thereto when such documents become effective or are filed with the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusCommission, as the case may be, deemed will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading; provided that the Republic makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with information furnished in writing to the Republic by reference. Certain terms used herein are defined the Underwriters, expressly for use in Section 13 hereofthe Disclosure Package or the Final Prospectus.

Registration Statement. (i) The Company Republic meets the requirements for use of Form S-3 Schedule B under the Securities Act and of 1933, as amended (the “Securities Act”). The Republic has prepared and filed with the Commission an automatic shelf a registration statement under Schedule B (No. 333-270970) covering the registration of the Securities under the Securities Act and including the related base prospectus filed on July 5, 2023 (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). Such registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act amended as of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed together with the CommissionBase Prospectus constituting a part thereof, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final any prospectus supplement relating to the Securities and all documents incorporated by reference thereto, meet the requirements set forth in accordance Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. The Republic has filed preliminary prospectus supplements with the Commission pursuant to Rule 424(b) under the Securities Act, which have been furnished to the Underwriters (each, a “Preliminary Prospectus Supplement”). As filed, such final prospectus supplement shall contain all information required by and proposes to file with the Act Commission, pursuant to Rule 424(b) under the Securities Act, supplements to the Base Prospectus (each, a “Prospectus Supplement”) relating to the Securities and the rules thereunderplan of distribution thereof and has previously advised you of all other information (financial, andstatistical and other), except if any, with respect to the extent the Representative shall agree in writing Republic to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes set forth therein. Such registration statement (beyond those contained in including the Base Prospectus and any Preliminary Prospectus) documents incorporated by reference in such registration statement), as the Company has advised you, prior to amended as of the Execution Time, will be included or made including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein. The , if any, each as amended at the time such registration statement became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement, at .” The Base Prospectus together with each Prospectus Supplement in the form in which each shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time, meets Time is hereinafter referred to as the requirements set forth in Rule 415(a)(1)(x). Any “Final Prospectus;” and any reference herein to the Registration Statement, the Base Prospectus, any Preliminary amendment or supplement to a Final Prospectus or the Final Base Prospectus shall be deemed to refer to and include any annual reports on Form 18-K and any amendments to such Form 18-K on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after the documents Execution Time, under the United States Securities Exchange Act of 1934 (the “Exchange Act”) and incorporated by reference therein pursuant in each Final Prospectus. (ii) Prior to Item 12 the termination of Form S-3 which were filed under the Exchange Act on or before offering of the Effective Date of Securities, the Republic will not file any amendment to the Registration Statement or supplement to each Final Prospectus which shall not have previously been furnished to the issue Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing and which has not been approved by the Underwriters after consultation with their counsel. (iii) At the Effective Time, the Registration Statement and any amendment thereof did, and when each Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, each Final Prospectus and any amendment or supplement thereto will, comply in all material respects with the provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither (A) the Registration Statement, as amended, at the Effective Time, at the Execution Time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contained or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) each Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, will contain an untrue statement of a material fact or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Republic makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or each Final Prospectus made in reliance upon and in conformity with the information furnished in writing to the Republic by the Underwriters, expressly for use in the Registration Statement or each Final Prospectus. (iv) The Disclosure Package (as defined herein), at the date and time of the first sale of the Securities to the public, which was 7:33 p.m. New York City time on the date of this Agreement (the “Initial Sale Time”), when taken as a whole, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Republic by any Underwriter specifically for use therein. The (i) Base Prospectus, any as amended and supplemented as of the Execution Time, (ii) each Preliminary Prospectus or Supplement, (iii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (an “Issuer Free Writing Prospectus”) identified in Schedule IV hereto and, (iv) any other free writing prospectus as defined in Rule 405 under the Securities Act (each, a “Free Writing Prospectus”), that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package, are collectively referred to as the “Disclosure Package.” (v) The documents, if any, incorporated by reference in the Disclosure Package and each Final Prospectus, when they became effective or were filed with the Commission, as the case may bebe (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference herein to in the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Disclosure Package and each Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusCommission, as the case may be, deemed will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be incorporated stated therein or necessary to make the statements therein not misleading; provided that the Republic makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or each Final Prospectus made in reliance upon and in conformity with information furnished in writing to the Republic by reference. Certain terms used herein are defined the Underwriters, expressly for use in Section 13 hereofthe Disclosure Package or each Final Prospectus.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-161220) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on 9-30-2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. As of the Date of the Placement and as of the Closing Date, the Company represents and warrants to, and agrees with, ▇▇▇▇▇▇ that: (A) The Company meets has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (Registration File No. 333-168447) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on September 30, 2010, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised ▇▇▇▇▇▇ of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. The Securities are defined being issued pursuant to the Registration Statement and the issuance of the Securities has been registered by the Company under the Securities Act. The Registration Statement is effective and available for the issuance of the Securities thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in Section 13 hereofwriting to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Securities hereunder.

Registration Statement. (A) The Company meets represents and warrants to, and agrees with, Maxim that: (A) the requirements for use of Form S-3 under the Act and Company has prepared and filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statementstatement on Form F-3 under the Securities Act of 1933, as defined in Rule 405 amended (file number 333-140537the “Securities Act”), on Form S-3, including a related Base Prospectus, for the registration under the Securities Act of the offering and sale of the Securities. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to registration statement meets the Execution Time, became effective upon filing. The Company may have filed requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised Maxim of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 16 of Form S-3 F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-131533) under the Securities Act of 1933, as amended (the “Securities Act”) which became, and remains, effective for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and will include in such supplement all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined All references in Section 13 hereof.this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning

Registration Statement. The Company meets has filed with the Securities and Exchange Commission (herein called the Commission) a registration statement on Form S-1 (No. 333- ), including the related preliminary prospectus, for the registration under the Securities Act of 1933, as amended (herein called the Securities Act), of the Stock. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectus (meeting the requirements for use of Form S-3 under Rule 430A of the Act rules and has prepared regulations of the Commission) heretofore filed by the Company with the Commission have been delivered to you. The term Registration Statement as used in this agreement shall mean such registration statement, including all exhibits and financial statements, all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, in the form in which it became effective, and any registration statement filed pursuant to Rule 462(b) of the rules and regulations of the Commission with respect to the Stock (herein called a Rule 462(b) registration statement), and, in the event of any amendment thereto after the effective date of such registration statement (herein called the Effective Date), shall also mean (from and after the effectiveness of such amendment) such registration statement as so amended (including any Rule 462(b) registration statement). The term Prospectus as used -------- (1) Plus an option to purchase from the Company and the Selling Stockholders up to 675,000 additional shares to cover over-allotments. in this Agreement shall mean the prospectus relating to the Stock first filed with the Commission an automatic shelf registration statementpursuant to Rule 424(b) and Rule 430A (or if no such filing is required, as defined included in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement) and, including in the event of any amendments thereto filed supplement or amendment to such prospectus after the Effective Date, shall also mean (from and after the filing with the Commission of such supplement or the effectiveness of such amendment) such prospectus as so supplemented or amended. The term Preliminary Prospectus as used in this Agreement shall mean each preliminary prospectus included in such registration statement prior to the Execution Time, became effective upon filingtime it becomes effective. The Company may have filed with Registration Statement has been declared effective under the CommissionSecurities Act, as part of an and no post-effective amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to has been filed as of the Securities, each date of which has previously been furnished to youthis Agreement. The Company will file with the Commission a final prospectus supplement relating has caused to be delivered to you copies of each Preliminary Prospectus and has consented to the Securities in accordance with Rule 424(b). As filed, use of such final prospectus supplement shall contain all information required copies for the purposes permitted by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereofSecurities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333- 148911) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on February 5, 2008, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereof.connection with the Placement, including any documents incorporated by reference therein. Pro-Pharmaceuticals, Inc. February 12, 2008

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-248709) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on September 17, 2020, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunderplan of distribution thereof. Such registration statement, andincluding the exhibits thereto, except to as amended at the extent date of this Agreement, is hereinafter called the Representative shall agree in writing to a modification, shall be in all substantive respects “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the Base Prospectus, or the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. The Placement Agent acknowledges that all such materials as exist on the date of this letter are available on E▇▇▇▇. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares pursuant to the Placement other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-249079), including a prospectus, relating to the Securities. Such registration statement, as defined in amended at the time it, and any post-effective amendment thereto, became effective, including the information, if any, deemed pursuant to Rule 405 430A or 430B under the Securities Act to be part of the registration statement at the time of its effectiveness (file number 333-140537“Rule 430 Information”), on Form S-3is referred to herein as the “Registration Statement”; and as used herein, including a related the term “Preliminary Prospectus” means the prospectus included in the Registration Statement (the “Base Prospectus”) plus the preliminary prospectus supplement, for registration dated January 11, 2021, to the Base Prospectus relating to the Securities at the time it was filed that omits Rule 430 Information, and the term “Prospectus” means the Base Prospectus plus the final prospectus supplement that includes the Rule 430 Information in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Act Securities Act) in connection with confirmation of the offering and sale sales of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before Securities Act, as of the Effective Date effective date of the Registration Statement or the issue date of the Base Prospectus, any such Preliminary Prospectus or the Final Prospectus, as the case may be; , and any reference herein to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document documents filed after such date under the Securities Exchange Act after of 1934, as amended, and the Effective Date rules and regulations of the Registration Statement or Commission thereunder (collectively, the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, “Exchange Act”) that are deemed to be incorporated therein by referencereference therein. Certain Capitalized terms used but not defined herein are defined shall have the meanings given to such terms in Section 13 hereofthe Registration Statement and the Prospectus.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-143452) under the Securities Act of 1933, as amended (the “Securities Act”) which became, and remains, effective for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and will include in such supplement all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereof.connection with the Placement, including any documents incorporated by reference therein. Cell Therapeutics, Inc. 11/29/2007

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-145919) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on September 7, 2007, for the registration under the Securities Act of certain of the Company’s securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. Notwithstanding anything hereunder to the contrary, including as referred to in Section 13 hereof3(A), the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or any prospectus (including supplements) in reliance upon and in conformity with information supplied in writing by ▇▇▇▇▇▇ or its agents specifically for inclusion in the Registration Statement or any such prospectus. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Securities other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, each of the Placement Agents that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No.333-161585) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on October 22, 2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agents of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No.333-152640) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on August 8, 2008, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent as follows: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-156997) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on February 12, 2009, for the registration under the Securities Act of the Shares and Warrants. At the time of such filing, the Company met the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the SecuritiesSecurities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said rule. The Company will file with the Commission, pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated under this Act, a supplement to the form of prospectus included in such registration statement relating to the placement of the Shares and Warrants and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented). , is hereinafter called the “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement,” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement, shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is, or is deemed to be, incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Time of Sale Prospectus” means the preliminary prospectus supplement used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. 2.1.1. The Company meets has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-161487) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on September 4, 2009, for the registration under the Securities Act of the Public Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Offering of the Public Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and will advise the Representative of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which was filed on August 21, 2009 is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Offering, including any documents incorporated by reference therein. “Applicable Time” means 5:30 pm (New York time) on the date of this Agreement or such other time as agreed by the Company and the Underwriter.

Registration Statement. As of the date of this Agreement, the Applicable Time of Sale and the Closing Date (as defined herein), the Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. (a) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 on Form S-3 (file number Registration No. 333-140537266487), on Form S-3, including a related Base Prospectusbase prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filingfiling under Rule 462(e). The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securitiesamendments thereto, including a Preliminary Prospectus, each of which has previously been furnished to you. The Company will next file with the Commission a final term sheet as contemplated by Section 4(b) hereof and a final prospectus supplement relating to the Securities in accordance with Rule Rules 415 and 424(b). As filed, such final prospectus supplement shall contain all information 430B Information, together with all other such required by the Act and the rules thereunderinformation, and, except to the extent the (b) The Company has paid the Representative fees required by the Commission relating to the Securities in accordance with Rules 457(o). (c) On the Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Exchange Act, the Trust Indenture Act and the respective rules thereunder; on the Effective Date and at the Execution Time and as of the “new effective date” with respect to the Securities pursuant to, and within the meaning of, Rule 430B(f)(2), the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall agree constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to a modification, shall be in all substantive respects the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the form Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof. (d) The Disclosure Package did not, as of the time and date designated as the “Applicable Time of Sale” include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to you prior the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6(b) hereof. (e) The Company has not made and will not make (other than the final term sheet prepared and filed pursuant to Section 4(b) hereof) any offer relating to the Execution Time orSecurities that would constitute a “free writing prospectus” (as defined in Rule 405 under the Act), without the prior written consent of the Representatives; the Company will comply with the requirements of Rule 433 under the Act with respect to any such free writing prospectus; any such free writing prospectus (including the extent not completed at final term sheet prepared and filed pursuant to Section 4(b) hereof) will not, as of its issue date and through the Execution Timecompletion of the public offer and sale of the Securities, shall contain only such specific additional include any information and other changes (beyond those that is inconsistent with the information contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to such free writing prospectus, when taken together with the terms “amend”, “amendment” or “supplement” with respect to information contained in the Registration Statement, the Base Disclosure Package and the Final Prospectus, did not, when issued or filed pursuant to Rule 433 under the Act, include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purpose of clarity, nothing in this Section 1(e) shall restrict the Company from making any Preliminary Prospectus or the Final Prospectus shall be deemed filings required in order to refer to and include the filing of any document comply with its reporting obligations under the Exchange Act or the rules and regulations of the Commission promulgated thereunder. (f) At the earliest time after the Effective Date filing of the Registration Statement that the Company or the issue date another offering participant (x) made a bona fide offer of the Base Prospectus, any Preliminary Prospectus or Securities (within the Final Prospectus, meaning of Rule 164(h)(2)) and (y) as of the Execution Time (with such date being used as the case may bedetermination date for purposes of this clause (y)), deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereof.the

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No 333-162019) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on November 4, 2009, for the registration under the Securities Act of the Shares and the Warrants. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished to you prior to in which is a part of the Execution Time or, to the extent not completed Registration Statement at the Execution Timedate of this Agreement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, shall contain only such specific additional information and other changes in the form in which it will be filed with the Commission pursuant to Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were or will be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the Base Prospectus, as supplemented by the preliminary supplement thereto, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including in each case any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-168485) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on August 9, 2010, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-161442) under the Securities Act of 1933, as amended (the “Securities Act”), which became automatically effective upon filing with the Commission on August 19, 2009, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) of the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) of the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the Cell Therapeutics, Inc. free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, Time of Sale Prospectus, if any, and Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. The Base Prospectus, Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, when read together with the other information in the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and, when read together with the other information in the Registration Statement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that have not been filed as required pursuant to the Securities Act other than those that will be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) of the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. Cell Therapeutics, Inc. (D) The Company has delivered, or, upon request, will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent of experts, as applicable, filed as a part thereof, and conformed copies of the Base Prospectus, Time of Sale Prospectus, if any, and Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Securities other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets has filed, in accordance with the requirements for use provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic registration statement on Form S-3 under S-3ASR (File No. 333-233703), including a base prospectus, relating to certain securities, including Common Stock and warrants to purchase Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and has prepared the rules and regulations thereunder (collectively, the “Exchange Act”). Except where the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in the Prospectus (as defined below) subsequently filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be (the “Base Prospectus”), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file together with the Commission a final prospectus supplement relating to that discloses the public offering price and other final terms of the Securities in accordance with and the offering and otherwise satisfies Section 10(a) of the Securities Act that is filed pursuant to Rule 424(b). As filed) after the execution of this Agreement, such final prospectus supplement shall contain all information required by is herein called the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary “Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). .” Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectustherein, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Statement or the Final Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“▇▇▇▇▇”). The Registration Statement has become effective under the Exchange Act after Securities Act. The Company has complied to the Effective Date Commission’s satisfaction with all requests of the Commission for additional or supplemental information in connection therewith. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the issue date knowledge of the Base ProspectusCompany, any Preliminary Prospectus or threatened by the Final Prospectus, as Commission. The Company meets the case may be, deemed to be incorporated therein by referencerequirements for use of Form S-3 under the Securities Act. Certain terms used herein are defined in Section 13 hereofThe sale of the Securities hereunder meets the requirements of General Instruction I.B.1 of Form S-3.

Registration Statement. The Company meets has filed with the requirements for use of Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-86712), which registration statement has been declared effective by the Commission. Such registration statement covers the registration of the Notes and the Conversion Shares under the Securities Act and of 1933, as amended (the “1933 Act”). Prior to the date hereof, the Company has prepared and filed with the Commission an automatic shelf registration statementa preliminary prospectus supplement, as defined which includes a base prospectus, dated May 7, 2002, and a preliminary prospectus supplement, dated May 2, 2007. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement in accordance with the provisions of Rule 405 430B (file number 333-140537“Rule 430B”) and Rule 424(b) (“Rule 424(b), on Form S-3, including a related Base Prospectus, for registration ”) under the rules and regulations of the Commission under the Act (the “1933 Act Regulations”). Any information included in such prospectus supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of the offering and sale of the Securities. included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Such Registration Statementregistration statement, including any amendments thereto filed prior to thereto, the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus exhibits and any Preliminary Prospectus) as the Company has advised youschedules thereto, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange 1933 Act on and the documents otherwise deemed to be a part thereof or before included therein by the Effective Date 1933 Act Regulations, including any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations (the “Rule 462(b) Registration Statement or Statement”) is herein called the issue date “Registration Statement.” The final prospectus supplement, together with the base prospectus included therein, in the form first furnished to the Underwriters for use in connection with the offering of the Base Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is herein called the “Prospectus.” The preliminary prospectus supplement, any Preliminary Prospectus or together with the Final Prospectusbase prospectus included therein, as in the case may be; and any reference herein form first furnished to the terms Underwriters for use in connection with the offering of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called the “amend”Preliminary Prospectus.” For purposes of this Agreement, “amendment” or “supplement” with respect all references to the Registration Statement, the Base 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 (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto (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 1933 Act Regulations to be a part of or included in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto; and all references in this Agreement to amendments or supplements to the Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to mean and include the filing of any document under the Securities Exchange Act after of 1934 (the Effective Date “Exchange Act”) which is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement or Statement, the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereof.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (Registration No. 333-210965) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on May 23, 2016, for the registration under the Securities Act of the Ordinary Shares underlying the ADSs. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such registration statement meets the requirements for use of Form S-3 set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act ADSs and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereof.this

Registration Statement. (i) The Company meets has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-160572) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, at any given time, including amendments 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 and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430A, 430B or 430C under the Securities Act or otherwise pursuant to the Securities Act at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Act and has prepared and filed Securities Act. The offering of the Securities by the Company complies with the Commission an automatic shelf registration statement, as defined in applicable requirements of Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration 415 under the Act Securities Act. The Company has complied with all requests of the offering and sale Commission for additional or supplemental information. (ii) No stop order preventing or suspending use of the Securities. Such Registration Statement, including any amendments thereto filed prior to Preliminary Prospectus or the Execution TimeProspectus or the effectiveness of the Registration Statement, became effective upon filing. The Company may have filed with has been issued by the Commission, as part of an amendment and no proceedings for such purpose have been instituted or, to the Registration Statement Company’s knowledge, are contemplated or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to threatened by the Securities, each of which has previously been furnished to you. Commission. (iii) The Company will proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in accordance the Registration Statement relating to the Securities in the form heretofore delivered to the Placement Agent. Such prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to the date of this Agreement is hereinafter called the “Base Prospectus.” Such prospectus supplement, in the form in which it shall be filed with the Commission pursuant to Rule 424(b). As filed) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such final prospectus supplement shall contain all information required by the Act and the rules thereunderprospectus, and, except in the case of any reference herein to the extent the Representative shall agree in writing to a modificationProspectus, also shall be in all substantive respects in deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the form furnished to you Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the Execution Time ortermination of the offering of the Securities by the Placement Agent. (iv) For purposes of this Agreement, all references to the extent not completed at the Execution TimeRegistration Statement, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and Prospectus, any Preliminary Prospectus) as , the Company has advised youProspectus 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, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(xAnalysis and Retrieval System (“▇▇▇▇▇”). Any reference herein All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to mean and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the subsequent filing of any document under the Securities Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus1934, as amended (collectively with the case may berules and regulations promulgated thereunder, the “Exchange Act”)) and which is deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereofreference therein or otherwise deemed to be a part thereof.

Registration Statement. The Company Partnership meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf a registration statement, as defined in Rule 405 statement (file number 333-140537), 166221) on Form S-3, including a related Base Prospectusbase prospectus dated April 27, 2011 for registration under the Act of the offering and sale of the SecuritiesUnits. Such Registration Statement, including any amendments thereto filed prior to the Execution Applicable Time, became has become effective upon filingunder the Act. The Company Partnership may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the SecuritiesPreliminary Prospectuses, each of which has previously been furnished to you. The Company Partnership will file with the Commission Commission, in accordance with Rule 424(b), a final prospectus supplement relating to the Securities in accordance with Rule 424(b)Units and a related base prospectus that will be part of the registration statement. As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Applicable Time or, to the extent not completed at the Execution Applicable Time, shall contain only such specific additional information and other changes (beyond those that contained in the Base Prospectus and any Preliminary Prospectus) as the Company Partnership has advised you, prior to the Execution Applicable Time, will be included or made therein. The Registration Statement, at the Execution Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not more than three years before the Applicable Time. Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which that were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereof.

Registration Statement. The Company meets represents and warrants to, and agrees with, the requirements for use of Form S-3 under the Act and Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statement on Form S-3 (Registration No. 333-203637), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Securities, which registration statement, as defined in Rule 405 so amended (file number 333including post-140537)effective amendments, if any) became effective on Form S-3May 14, including a related Base Prospectus2015, for the registration under the Securities Act of the offering and sale Series A Preferred Stock. At the time of such filing, the SecuritiesCompany met the requirements of Form S-3 under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to registration statement meets the Execution Time, became effective upon filing. The Company may have filed requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Series A Preferred Stock and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-225999) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on July 11, 2018, for the registration under the Securities Act of the Securities. At the time of such filing and as of the filing of the Company’s Form 10-K for the year ended December 31, 2018, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the Base Prospectus, or the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC o ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ o Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ o ▇▇▇.▇▇▇▇.▇▇▇ o Member: FINRA, SIPC The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-158968) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on May 22, 2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” The Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”) and any Preliminary Prospectus) as the Company has advised you, prior reference herein to the Execution Time, will be included or made therein. The term “Registration Statement, at the Execution Time, meets the requirements set forth in ” shall be deemed to include such Rule 415(a)(1)(x)462 Registration Statement. Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. (A) The Company meets represents and warrants to, and agrees with, Maxim that:(A) the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunderplan of distribution thereof and has advised, and, except or will advise prior to the extent filing of such supplement, Maxim of all further information (financial and other) with respect to the Representative shall agree in writing Company required to a modificationbe set forth therein. Such registration statement, shall be in all substantive respects including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereof.connection with the Placement, including any documents incorporated by reference therein. BSD Medical Corporation June 20, 2014

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agents that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-161910 under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on December 23, 2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agents of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. (A) The Company meets represents and warrants to, and agrees with, Maxim that: (A) the Company will file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company will meet the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the SecuritiesSecurities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company registration statement will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets meet the requirements set forth in Rule 415(a)(1)(x)) under the Securities Act and complies with said Rule. After the Registration Statement (as defined below) is declared effective, the Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Securities and the plan of distribution thereof and has advised Maxim of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. (A) The Company meets represents and warrants to, and agrees with, Maxim that: (A) the requirements for use of Company will file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3/S-3 under the Securities Act and has prepared and filed with the Commission an automatic shelf registration statementof 1933, as defined in Rule 405 amended (file number 333-140537the “Securities Act”), on Form S-3, including a related Base Prospectus, for the registration under the Securities Act of the offering and sale of the Securities. At the time of such filing, the Company will meet the requirements of Form F-3/S-3 under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to registration statement meets the Execution Time, became effective upon filing. The Company may have filed requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised Maxim of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form F-3/S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereof.connection with the Placement, including any documents incorporated by reference therein. China Bat Group, Inc. May 17, 2019 Page 4

Registration Statement. (A) The Company meets represents and warrants to, and agrees with, Maxim that: (A) the requirements for use of Form S-3 under the Act and Company has prepared and filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statementstatement on Form F-3 under the Securities Act of 1933, as defined in Rule 405 amended (file number 333-140537the “Securities Act”), on Form S-3, including a related Base Prospectus, for the registration under the Securities Act of the offering and sale of the Securities. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such Registration Statement, including any amendments thereto filed prior to registration statement meets the Execution Time, became effective upon filing. The Company may have filed requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised Maxim of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereof.connection with the Placement, including any documents incorporated by reference therein. Urban Tea, Inc. ______, 2020 Page 4

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-163108), as amended, under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on November 23, 2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the SecuritiesSecurities Act. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will (if applicable) file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Shares and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it is a part of the Registration Statement at the date of this Agreement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented). , if applicable, is hereinafter called the “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were or will be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the Base Prospectus, as supplemented by any preliminary supplement thereto, if any, together with the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including in each case any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-146392) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on November 27, 2007, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereof.the

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-155749) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on December 9, 2008, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission in connection with the Placement) contains or will contain, as applicable, all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied or will comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, if any, or the Prospectus Supplement, including any amendments or supplements thereto, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of ▇▇▇▇▇▇ expressly for use in the preparation thereof. The Incorporated Documents, at the time of filing with the Commission, conformed or will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, at the time of filing with the Commission, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading, except as may have been amended by subsequent Incorporated Documents; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or will not be described or filed as required. (C) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act in connection with the Placement has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company in connection with the Placement complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (Registration File No. 333-161724) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on September 16, 2009, for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 6 of Form S-3 F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined All references in Section 13 hereof.this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued,

Registration Statement. The Company meets has filed with the Securities and Exchange Commission (herein called the Commission) a registration statement on Form S-1 (No. 33-_____), including the related preliminary prospectus, for the registration under the Securities Act of 1933, as amended (herein called the Securities Act) of the Stock. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectus (meeting the requirements for use of Form S-3 under Rule 430A of the Act rules and has prepared regulations of the Commission) heretofore filed by the Company with the Commission have been delivered to you. The term Registration Statement as used in this agreement shall mean such registration statement, including all exhibits and financial statements, all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, in the form in which it became effective, and any registration statement filed pursuant to Rule 462(b) of the rules and regulations of the Commission with respect to the Stock (herein called a Rule 462(b) registration statement), and, in the event of any amendment thereto after the effective date of such ---------------------------- 1 Plus an option to purchase from the Company and the Selling Securityholders up to 498,000 additional shares to cover overallotments. 2 registration statement (herein called the Effective Date), shall also mean (from and after the effectiveness of such amendment) such registration statement as so amended (including any Rule 462(b) registration statement). The term Prospectus as used in this Agreement shall mean the prospectus relating to the Stock first filed with the Commission an automatic shelf registration statementpursuant to Rule 424(b) and Rule 430A (or if no such filing is required, as defined included in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement) and, including in the event of any amendments thereto filed supplement or amendment to such prospectus after the Effective Date, shall also mean (from and after the filing with the Commission of such supplement or the effectiveness of such amendment) such prospectus as so supplemented or amended. The term Preliminary Prospectus as used in this Agreement shall mean each preliminary prospectus included in such registration statement prior to the Execution Time, became effective upon filingtime it becomes effective. The Company may have filed with Registration Statement has been declared effective under the CommissionSecurities Act, as part of an and no post-effective amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to has been filed as of the Securities, each date of which has previously been furnished to youthis Agreement. The Company will file with the Commission a final prospectus supplement relating has caused to be delivered to you copies of each Preliminary Prospectus and has consented to the Securities in accordance with Rule 424(b). As filed, use of such final prospectus supplement shall contain all information required copies for the purposes permitted by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereofSecurities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-148929) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on April 8, 2008. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (a) have not been filed as required pursuant to the Securities Act or (b) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, WBB that: (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-195846) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on May 22, 2014 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies in all material respects with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised WBB of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (b) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. (c) The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of WBB, prepare, use or refer to, any free writing prospectus. (d) Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Securities other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-151648) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on August 1, 2008, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, that have not been described or filed as required. (C) The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-213777) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on October 18, 2016, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with each Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) [Reserved] (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act. In the event that a Direct Placement occurs off a registration statement other than the Registration Statement, prior to the commencement of any such Placement, the Company shall make written representations, warranties and covenants to R▇▇▇▇▇ as to such subsequent registration statement (and other offering documents) that are substantially the same as the representations, warranties and covenants made under this Section, which representations, warranties and covenants shall be reasonably satisfactory to R▇▇▇▇▇.

Registration Statement. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf a registration statement on Form F-3 (Registration No. 333-267397), and amendments thereto, for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Securities, which registration statement, as defined so amended (including post-effective amendments, if any) became effective on September 29, 2022. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration 415(a)(1)(x) under the Securities Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed complies with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such Registration Statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent the Representative shall agree in writing Company required to a modification, shall be in all substantive respects set forth therein. Such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall each be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 6 of Form S-3 F-3 which were filed under the Exchange Act on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined All references in Section 13 hereofthis Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission.

Registration Statement. (i) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statement on Form F-3 (File No. 333-210366) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), and such amendments to such registration statement as may have been required up to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3at any given time, including a related Base Prospectusamendments thereto at such time, for registration the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430A, 430B or 430C under the Securities Act or otherwise pursuant to the Securities Act at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the offering and sale of the Securities. Such Rule 462(b) Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filingterm “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company may have filed and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form F-3 under the Securities Act. The offering of the Shares and Debentures by the Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information. (ii) No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus or the Prospectus or the effectiveness of the Registration Statement, has been issued by the Commission, as part of an amendment and no proceedings for such purpose have been instituted or, to the Registration Statement Company’s knowledge, are contemplated or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to threatened by the Securities, each of which has previously been furnished to you. Commission. (iii) The Company will proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities Shares and Debentures and the Offering in accordance the form heretofore delivered to the Co-Placement Agents. The prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with Rule 424(b). As filed, such the Commission on or prior to the execution and delivery of this Agreement is hereinafter called the “Base Prospectus.” The final prospectus supplement shall contain all information required by with respect to the Act Shares and Debentures and the rules thereunderOffering, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such prospectus, and, except in the case of any reference herein to the extent the Representative shall agree in writing to a modificationProspectus, also shall be in all substantive respects in deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the form furnished to you Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the Execution Time ortermination of the offering of the Securities by the Co-Placement Agents. (iv) For purposes of this Agreement, all references to the extent not completed at the Execution TimeRegistration Statement, shall contain only such specific additional information and other changes (beyond those contained in the Base Prospectus and Prospectus, any Preliminary Prospectus) as , the Company has advised youProspectus 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, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(xAnalysis and Retrieval System (“E▇▇▇▇”). Any reference herein All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to mean and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the subsequent filing of any document under the Securities Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus1934, as amended (collectively with the case may berules and regulations promulgated thereunder, the “Exchange Act”) and which is deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 13 hereofreference therein or otherwise deemed to be a part thereof.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that as of the date hereof: 1270 AVENUE OF THE AMERICAS, 16TH FLOOR, NEW YORK, NY 10020 o TEL:: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇:: ▇▇▇ ▇▇▇ ▇▇▇0 WWW.RODMANANDRENSHAW.COM o MEMBER: FIN▇▇, ▇▇▇▇ (A) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (Registration File NO. 333-145561) under the Securities Act of 1933, as amended (the "Securities Act"), which became effective on September 18, 2007, for the registration under the Securities Act of the Shares and Warrants, as well as other securities of the Company. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the "Rules and Regulations") of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, at any given time, including the Representative shall agree in writing to a modificationexhibits thereto filed at such time, shall be in all substantive respects as amended at such time, is hereinafter called the "Registration Statement"; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the "Base Prospectus"; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. "Prospectus Supplement." The Registration Statement, Statement at the Execution Time, meets time it originally became effective is hereinafter called the requirements set forth in Rule 415(a)(1)(x). "Original Registration Statement." Any reference herein in this Agreement to the Registration Statement, the Original Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the "Incorporated Documents") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act on or before of 1934, as amended (the Effective Date of the Registration Statement or the issue date of the Base Prospectus"Exchange Act"), at any Preliminary Prospectus or the Final Prospectusgiven time, as the case may be; and any reference herein in this Agreement to the terms “"amend”, “," "amendment” " or “"supplement” " with respect to the Registration Statement, the Original Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information which is "contained," "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement or intends to commence a proceeding for any such purpose. For purposes of this Agreement, "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act and the "Time of Sale Prospectus" means the Base Prospectus, together with the Prospectus Supplement, if any, and the free writing prospectuses, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (Registration File No. 333-163063) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on November 24, 2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements of Form F-3 under the Securities Act. Such registration statement meets the requirements for use of Form S-3 set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance placement of the Shares and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required pursuant to such Rule 424(b)) to be set forth therein. As filedSuch registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 6 of Form S-3 F-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses and supplements, if any, used herein are defined in Section 13 hereofconnection with the Placement, including any documents incorporated by reference therein.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (file number 333-213036) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on August 25, 2016 for the registration under the Securities Act of the Securities. At the time of filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the placement of the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended as of the date of this Agreement and as of the Closing, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. The Securities are defined being issued pursuant to the Registration Statement and the issuance of the Securities has been registered by the Company under the Securities Act. The Registration Statement is effective and available for the issuance of the Securities thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in Section 13 hereofwriting to do so. The "Plan of Distribution" section under the Registration Statement permits the issuance and sale of the Securities hereunder. (B) The Registration Statement (and any further documents incorporated therein) contains all exhibits and schedules as required by the Securities Act. The Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, as applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and the Prospectus Supplement, each as of its respective date, will comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the respective date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, if any, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. (C) The Company will not, without the prior consent of the Placement Agent or except as required by law, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Securities other than the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act. (E) The Company shall cooperate with the Placement Agent in making the filing required by FINRA Rule 5110, including the payment of the filing fee required by FINRA thereunder; and shall cooperate in making all Blue Sky filings in such reasonable number of states as requested by the Placement Agent, and the Company shall directly pay all filing fees required in connection therewith and the reasonable fees of the Placement Agent’s Blue Sky counsel.

Registration Statement. The Company meets represents and warrants to, and agrees with, the Placement Agent that: (A) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (Registration File No. 333-160568) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on July 23, 2009, for the registration under the Securities Act of the Shares. At the time of such filing, the Company met the requirements for use of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and has prepared and filed complies with the Commission an automatic shelf registration statement, as defined in Rule 405 (file number 333-140537), on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to yousaid Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final supplement to the form of prospectus supplement included in such registration statement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by placement of the Act Shares and the rules thereunder, and, except plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the extent Company required to be set forth therein. Such registration statement, including the Representative shall agree in writing to a modificationexhibits thereto, shall be in all substantive respects as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form furnished in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes Rule 424(b) (beyond those contained in including the Base Prospectus and any Preliminary Prospectusas so supplemented) as is hereinafter called the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). “Prospectus Supplement.” Any reference herein in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be; and any reference herein in this Agreement to the terms “amend”, ,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date date of the Registration Statement this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final ProspectusProspectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus” means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used herein in connection with the Placement, including any documents incorporated by reference therein. (B) The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, when such documents are defined filed with the Commission, will conform in Section 13 hereofall material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus, if any, or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, that have not been described or filed as required. (C) Subject to the provisions of Rule 164 and 433 under the Securities Act, the Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus. (D) The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus, if any, and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Shares other than the Base Prospectus, the Time of Sale Prospectus, if any, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.