Common use of Registration Statement Clause in Contracts

Registration Statement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has filed (a) As soon as reasonably practicable (and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file with the Securities SEC the Proxy Statement/Prospectus and Exchange Commission Company will prepare and file with the SEC the Registration Statement (in which the “Commission”) Proxy Statement/Prospectus will be included as a registration statement on Form S-1 (File No. 333-200147prospectus), including which in each case shall comply in all material respects with the related preliminary prospectus covering the registration requirements of the Shares Exchange Act and the Securities Act (and the rules and regulations thereunder) applicable thereto. Each of Company and Target shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as practicable after the filing thereof. Company shall use reasonable best efforts to register or exempt from registration the Company Common Stock to be issued to holders of 1933Target Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictions, and to keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as amended is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company shall afford Target and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the “Securities Act”)Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, which registration statement has been declared to the extent permitted by applicable Law, shall deliver to the other Party copies of all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay to the other Party the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Registration Statement or any documents or materials related thereto. (b) The Parties shall cooperate in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement to the shareholders of Target for approval as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide to the other Party any information of or relating to such Party or its Subsidiaries as the other Party reasonably requests for inclusion in the Registration Statement or the Proxy Statement/Prospectus. Each Party covenants that none of the information supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective by the Commission in such form under the Securities Act. After execution and delivery , contain any untrue statement of this Agreementa material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) light of the rules and regulations of circumstances under which they were made, not misleading, (ii) the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Proxy Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the /Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to any the shareholders of Target or at the time of the foregoing shall Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be deemed stated therein or necessary in order to include make the copy statements made therein, in light of the circumstances under which they were made, not misleading, or (iii) any other document filed with any Governmental Entity in connection with the Commission pursuant transactions contemplated by this Agreement will, at the time such document is filed, fail to its Electronic Data Gatheringcomply as to form, Analysis and Retrieval System (“E▇▇▇▇”)in all material respects, with the provisions of applicable Law.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147)Registration Statement, including the any related preliminary prospectus covering Preliminary Prospectus or Prospectuses, for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, which Registration Statement has been prepared by the Company will file a prospectus in accordance all material respects in conformity with the provisions requirements of Rule 430A (“Rule 430A”) of the Securities Act and the rules and regulations of the Commission under the Securities Act Act. The registration of the Ordinary Shares and paragraph the Warrants (b) of Rule 424 (“Rule 424(b)”which are included in the Units) under the Securities Exchange Act, in the form previously delivered to the Representative, has been declared effective by the Commission on the date hereof. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part Copies of such registration statement at the time it became effective pursuant to paragraph (b) Registration Statement and of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules each amendment thereto, if any, at the time it became effective and including the Rule 430A Information is herein called related Preliminary Prospectuses, have been filed with the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the Commission. The term “Registration Statement” shall include means such registration statement on Form F-1 (File No. 333-266965), as amended, as of the Rule 462(b) Registration Statement. The final prospectusrelevant Effective Date, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including the documents incorporated by reference, information contained in the form first furnished to the Sales Agents for use in connection with the Offering and of final prospectus filed with the Commission pursuant to Rule 424(b) is herein called under the Securities Act and deemed to be included pursuant to Rule 430A or Rule 430B of the Securities Act and the rules and regulations thereunder, as applicable. If the Company files a registration statement to register a portion of the Securities and relies on Rule 462(b) of the Securities Act and the rules and regulations thereunder for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term “Preliminary Prospectus.” For purposes as used herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Securities Act and the rules and regulations thereunder as included at any time as part of, or deemed to be part of or included in, the Registration Statement and the Preliminary Prospectus relating to the Securities, if any, as amended or supplemented immediately prior to the Effective Time, is hereafter referred to as the “Pricing Prospectus”. The term “Prospectus” means the final prospectus in connection with this AgreementOffering as first filed with the Commission pursuant to Rule 424(b) of the Securities Act and the rules and regulations thereunder or, all references if no such filing is required, the form of final prospectus included in the Registration Statement at the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Representative by the Company for use in connection with the Securities which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Representative for such use. Any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, any preliminary prospectusPreliminary Prospectus or the Prospectus shall be deemed to refer to and include: (i) the filing of any document under the Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any amendment such document so filed. All references in this Agreement to the Registration Statement, a Preliminary Prospectus and the Prospectus, or supplement any amendments or supplements to any of the foregoing shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).. The term “General Disclosure Package” means, collectively, the Permitted Free Writing Prospectus(es) (as defined below) issued at or prior to the date hereof and the Pricing Prospectus, and the information included on Schedule I and Schedule II hereto. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (the “Securities Act Regulations”). Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to E▇▇▇▇, except to the extent permitted by Regulation S-T.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-172730), including a prospectus, relating to the Commission in such form under Shares. Such registration statement, as amended at the Securities Act. After execution and delivery of this Agreementtime it became effective, including the Company will file a prospectus in accordance with the provisions of Rule 430A (“information, if any, deemed pursuant to Rule 430A”) of the rules and regulations of the Commission , 430B or 430C under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.”; and as used herein, the term “Base Prospectus” Any means the prospectus included in the Registration Statement at the time of its effectiveness, and the term “Prospectus” means the Base Prospectus as supplemented by the prospectus supplement specifically relating to the Shares in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, the Base Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of the Base Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pursuant to its Electronic Data Gatheringpricing information set forth on Annex A, Analysis and Retrieval System (the “E▇▇▇▇Pricing Disclosure Package”)): the Base Prospectus dated March 10, 2011.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-127851) including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before it became effective, any prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information prospectus included in such prospectus that was omitted from such registration statement the Registration Statement at the time it became effective but of its effectiveness that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “omits Rule 430A Information., and the term “Prospectus” Each means the prospectus in the form first used before such to confirm sales of the Shares. If the Company has filed an abbreviated registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectusCapitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. Any reference herein to the Registration Statement, including a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by referencereference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, in as amended, and the form first furnished rules and regulations thereunder (the “Exchange Act”) on or before the effective date of the Registration Statement or the issue date of such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the Sales Agents for use in connection terms “amend”, “amendment” or “supplement” with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references respect to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the effective date of the Registration Statement, or the issue date of any Preliminary Prospectus and on or prior to its Electronic Data Gatheringthe issue date of the Prospectus, Analysis and Retrieval System (“E▇▇▇▇”)deemed to be incorporated therein by reference.

Registration Statement. The Company has filed with the SEC the Registration Statement under the Securities and Exchange Commission Act, which became effective on June 27, 2024 (the “CommissionEffective Date”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering for the registration of the Shares under the Securities Act of 1933certain securities of the Company, as amended (including the “Securities Act”), which registration statement has been declared effective by Securities. At the Commission in time of such form under the Securities Act. After execution and delivery of this Agreementfiling, the Company will file a prospectus in accordance with met the provisions requirements of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) Form S-3 under the Securities Act. The information included Registration Statement meets the requirements set forth in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b415(a)(1)(x) under the Securities Act and complies with said Rule, and the Prospectus will meet the requirements set forth in Rule 424(b). The Company is herein referred eligible to use Form S-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form S-3. The Company has advised the “Rule 462(bPlacement Agent of all further information (financial and other) with respect to the Company required to be set forth in the Registration Statement and the Prospectus. Any reference in this Agreement to the Registration Statement,” , the Base Prospectus, the Preliminary Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including 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 date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Prospectus Supplement or the Prospectus, shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference, . 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 form first furnished Registration Statement, the Base Prospectus, the Preliminary Prospectus , the Prospectus Supplement or the Prospectus (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, the Preliminary Prospectus, the Prospectus Supplement or the Prospectus, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus, the Preliminary Prospectus, the Prospectus Supplement or the Prospectus has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Sales Agents for use in connection with Company's knowledge, is threatened by the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” SEC. For purposes of this Agreement, all references to “free writing prospectus” has the Registration Statementmeaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any preliminary free writing 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 (“E▇▇▇▇”).

Registration Statement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147)Registration Statement, including the any related preliminary prospectus covering Prospectus or Prospectuses, for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, which Registration Statement has been prepared by the Company will file a prospectus in accordance all material respects in conformity with the provisions requirements of Rule 430A (“Rule 430A”) of the Securities Act and the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at Registration Statement has been declared effective by the time it became effective but that is deemed to be part of such registration statement at Commission on the time it became effective pursuant to paragraph date hereof (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(bEffective Date”) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include was post-effectively amended by the Rule 462(b) Registration StatementStatement which is effective on the date hereof. The final prospectus, including Company has advised the documents incorporated by reference, Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the form first furnished to the Sales Agents for use Registration Statement and Prospectus. Any reference in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, the Prospectus or any preliminary prospectusProspectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing Prospectus Supplement shall be deemed to refer to and include the copy filed with filing of any document under the Commission pursuant Exchange Act after the date of this Agreement, or the issue date of the Prospectus as the case may be, deemed to its Electronic Data Gatheringbe incorporated therein by reference. 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, Analysis the Prospectus (and Retrieval System (“E▇▇▇▇”).all other references of like import) shall be deemed to mean and include all such financial statements and

Registration Statement. The Company has filed shall use its best efforts to prepare and file with the Securities and Exchange Commission SEC a Registration Statement on Form SB-2 (the “CommissionRegistration Statement”) a registration statement on Form S-1 (File No. 333-200147), including or before the related preliminary prospectus covering day that is 45 days after the registration of the Shares under the Securities Act of 1933, as amended Closing Date (the “Securities ActFiling Date”), which registration statement has been declared effective by covering the Commission in such form resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. After execution and delivery Subject to the terms of this Agreement, the Company will file a prospectus in accordance with shall use its best efforts to cause the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission Registration Statement to be declared effective under the Securities Act within 120 days after the Filing Date (the “Effectiveness Date”), and paragraph to keep the Registration Statement continuously effective until the earliest of: (a) the date all Registrable Securities covered by such Registration Statement have been sold; (b) of the date the Registrable Securities are eligible for resale under Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b144(k) under the Securities Act is herein referred to (as reasonably determined by the “Rule 462(bCompany); or (c) two years following the Closing Date; provided, however, that the Company may voluntarily suspend the effectiveness of the Registration Statement,” and after such filing Statement for a limited time, which in no event shall be longer than 90 days, if the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated Company has been advised by reference, in the form first furnished counsel or underwriters to the Sales Agents for use in connection with Company that the Offering and filed with offering of the Commission Registrable Securities pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration StatementStatement would have a Material Adverse Effect, any preliminary or would be improper in view of (or improper without disclosure in a prospectus) a proposed financing, reorganization, recapitalization, merger, consolidation, or similar transaction involving the Prospectus or any amendment or supplement Company, in which case the two year period referred to any in Section 7.1(c), above, shall be extended for a period of time equal to the number of days the effectiveness of the foregoing shall be deemed to include the copy filed with the Commission Registration Statement is suspended pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)this provision.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No.: 333-132748) including a prospectus (the "Basic Prospectus"), relating to the Shares. The Company has also filed, or proposes to file, with the Commission pursuant to Rule 424 under the Securities Act and paragraph a prospectus supplement specifically relating to the Shares (b) of the "Prospectus Supplement"). The registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 424 (“Rule 424(b)”) 430A, 430B or 430C under the Securities Act. The information included in such prospectus that was omitted from such Act to be part of the registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of "Rule 430A 430 Information"), is referred to herein as “the "Registration Statement"; and as used herein, the term "Prospectus" means the Basic Prospectus as supplemented by the Prospectus Supplement in the form first used (or made available upon request of purchasers pursuant to Rule 430A Information.” Each prospectus used before such 173 under the Securities Act) in connection with confirmation of sales of the Shares and the term "Preliminary Prospectus" means each preliminary Prospectus Supplement specifically relating to the Shares that omits Rule 430 Information included in the Registration Statement together with the Basic Prospectus. If the Company has filed an abbreviated registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “"Rule 462(b) 462 Registration Statement,” and after such filing "), then any reference herein to the term “"Registration Statement” " shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 7:00 A.M. (New York City time) on May 10, 2006 (the "Time of Sale"), the Company had prepared the following information (collectively with the Commission pricing information set out on Schedule II, the "Time of Sale Information"): a Preliminary Prospectus dated April 27, 2006, and each "free-writing prospectus" (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Schedule II hereto.

Registration Statement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147)Company, including the related preliminary prospectus covering the registration of the Shares under if required by the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under (the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b"Regulations")”) under , proposes to file the Securities Act. The information included in such prospectus that was omitted from such registration statement at Prospectus with the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed Commission pursuant to Rule 462(b424(b) under the Securities Act is herein referred to as the “("Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement424(b)"). The final prospectus, including the documents incorporated by reference, in the form first furnished in which it is to the Sales Agents for use in connection with the Offering and be filed with the Commission pursuant to Rule 424(b) ), or, if the prospectus is herein not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term "Prospectus" shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereafter called the “a "Preliminary Prospectus.” For purposes of this Agreement, all references " Any reference herein to the Registration Statement, any preliminary prospectusPreliminary Prospectus or the Prospectus shall be deemed to refer to and include the exhibits incorporated by reference therein pursuant to the Regulations on or before the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be. Any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any amendment Preliminary Prospectus or supplement the Prospectus shall be deemed to refer to and include: (i) the filing of any document under the Securities Exchange Act of 1934, as amended, and together with the Rules and Regulations promulgated thereunder (the "Exchange Act") after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any such document so filed. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”"EDGAR").

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-268666), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated December 8, 2022 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147)Company, including the related preliminary prospectus covering the registration of the Shares under if required by the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under (the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b"Regulations")”) under , proposes to file the Securities Act. The information included in such prospectus that was omitted from such registration statement at Prospectus with the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed Commission pursuant to Rule 462(b424(b) under the Securities Act is herein referred to as the “("Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement424(b)"). The final prospectus, including the documents incorporated by reference, in the form first furnished in which it is to the Sales Agents for use in connection with the Offering and be filed with the Commission pursuant to Rule 424(b) ), or, if the prospectus is herein not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term "Prospectus" shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereafter called the “a "Preliminary Prospectus.” For purposes of this Agreement, all references " Any reference herein to the Registration Statement, any preliminary prospectusPreliminary Prospectus or the Prospectus shall be deemed to refer to and include the exhibits and other documents (if any) incorporated by reference therein pursuant to the Regulations on or before the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be. Any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any amendment Preliminary Prospectus or supplement the Prospectus shall be deemed to refer to and include: (i) the filing of any document under the Securities Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder (the "Exchange Act")), after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any such document so filed. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E"▇▇▇▇”▇").

Registration Statement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147)Company, including the related preliminary prospectus covering the registration of the Shares under if required by the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under (the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b"Regulations")”) under , proposes to file the Securities Act. The information included in such prospectus that was omitted from such registration statement at Prospectus with the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed Commission pursuant to Rule 462(b424(b) under the Securities Act is herein referred to as the “("Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement424(b)"). The final prospectus, including the documents incorporated by reference, in the form first furnished in which it is to the Sales Agents for use in connection with the Offering and be filed with the Commission pursuant to Rule 424(b) ), or, if the prospectus is herein not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term "Prospectus" shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereafter called the “a "Preliminary Prospectus.” For purposes of this Agreement, all references " Any reference herein to the Registration Statement, any preliminary prospectusPreliminary Prospectus or the Prospectus shall be deemed to refer to and include the exhibits and other documents (if any) incorporated by reference therein pursuant to the Regulations on or before the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be. Any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any amendment Preliminary Prospectus or supplement the Prospectus shall be deemed to refer to and include: (i) the filing of any document under the Securities Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder (the "Exchange Act")), after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any such document so filed. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”"EDGAR").

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-121937) including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), the Company had prepared the following information (collectively with the Commission pursuant information referred to its Electronic Data Gatheringin the next succeeding sentence, Analysis the “Time of Sale Information”): a Preliminary Prospectus dated March 9, 2005 (as amended to the Time of Sale) and Retrieval System (the information listed on Annex C hereto. If, subsequent to the date of this Agreement, the Company and the Underwriter have determined that such Time of Sale Information included an untrue statement of a material fact or omitted a statement of material fact necessary to make the information therein, in the light of the circumstances under which it was made, not misleading and have agreed to provide an opportunity to purchasers of the Shares to terminate their old purchase contracts and enter into new purchase contracts, then “E▇▇▇▇”)Time of Sale Information” will refer to the information available to purchasers at the time of entry into the first such new purchase contract.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-236334), including a prospectus, relating to the Commission in such form under Shares. Such registration statement, as amended at the Securities Act. After execution and delivery of this Agreementtime it became effective, including the Company will file a prospectus in accordance with the provisions of information, if any, deemed pursuant to Rule 430A (“Rule 430A”) of the rules and regulations of the Commission 430B or 430C under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.”; and as used herein, the term “Base Prospectus” Any means the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Base Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of the Base Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement, the Base Prospectus and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pursuant to its Electronic Data Gatheringpricing information set forth on Annex A hereto, Analysis and Retrieval System (the “E▇▇▇▇Pricing Disclosure Package”)): the Base Prospectus.

Registration Statement. The Company has and the Guarantors have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which an automatic shelf registration statement has been declared (File Nos. 333-255119, ▇▇▇-▇▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-255119-06), as defined under Rule 405 of the Securities Act, on Form F-3ASR and any other necessary post-effective by amendments thereto, including a related base shelf prospectus, relating to certain securities of the Company and the Guarantors, including the Securities, and have caused the Trustee to file a Form T-1 under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Such registration statement and any post-effective amendments thereto became effective upon filing. Such registration statement and any post-effective amendments thereto, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. After execution and delivery of Any reference in this underwriting agreement (this “Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated April 8, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex A hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-161404), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated November 10, 2010, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-153092), including a prospectus, relating to the Commission in such form under Shares. Such registration statement, as amended at the Securities Act. After execution and delivery of this Agreementtime it became effective, including the Company will file a prospectus in accordance with the provisions of Rule 430A (“information, if any, deemed pursuant to Rule 430A”) of the rules and regulations of the Commission , 430B or 430C under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.”; and as used herein, the term “Preliminary Prospectus” Any means the prospectus included in the Registration Statement at the time of its effectiveness, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pursuant to its Electronic Data Gatheringpricing information set forth on Annex A, Analysis and Retrieval System (the “E▇▇▇▇Pricing Disclosure Package”)): a Preliminary Prospectus dated May 18, 2009.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-225219), including a base prospectus, relating to the Commission in such form under Securities. Such registration statement, as amended as of the Securities Act. After execution and delivery of this Agreementdate hereof, including the Company will file a prospectus in accordance with the provisions of Rule 430A (“information, if any, deemed pursuant to Rule 430A”) of the rules and regulations of the Commission , 430B or 430C under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such the registration statement at the time it became effective pursuant to paragraph (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to ”; and as the “Rule 462(b) Registration Statement,” and after such filing used herein, the term “Registration StatementPreliminary Prospectus” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and means any prospectus filed with the Commission pursuant to Rule 424(b) is herein called under the Securities Act relating to the offering of the Securities and the base prospectus included in the Registration Statement, and the term “Prospectus.” For purposes means the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this agreement (this “Agreement, all references ”) to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 3:10 P.M., New York City time, on November 6, 2018, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, dated as of November 6, 2018, and (ii) each “free-writing prospectus” (as defined pursuant to its Electronic Data GatheringRule 405 under the Securities Act) listed on Annex A hereto. The Company intends to use the proceeds of the offering of the Securities for general corporate purposes, Analysis and Retrieval System (“E▇▇▇▇”)including acquisitions.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-188385), including a base prospectus (the Commission in such form under “Base Prospectus”) relating to the Securities ActShares. After execution and delivery of this AgreementSuch registration statement, as amended at the Company will file a prospectus in accordance with time it became effective, including the provisions of Rule 430A (“information, if any, deemed pursuant to Rule 430A”) of the rules and regulations of the Commission , 430B or 430C under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any preliminary prospectus supplement describing the offering of the Shares that is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “Preliminary Prospectus,” and the term “Prospectus” means the prospectus supplement to the Base Prospectus that describes the offering of the Shares in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 6, 2013 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-226748), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated October 2, 2018 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-229467), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated as of February 4, 2019, and each “free-writing prospectus” (as defined pursuant to its Electronic Data GatheringRule 405 under the Securities Act), Analysis and Retrieval System (“E▇▇▇▇”)if any, listed on Schedule 3 hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-274481), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated September 12, 2023, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. [—]) including a prospectus, relating to the Shares. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S-3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex C, the “Pricing Disclosure Package”): a Preliminary Prospectus dated November [—], 2009, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex C hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which an automatic shelf registration statement has been declared effective by the Commission statement, as defined in such form Rule 405 under the Securities Act, on Form S-3 (File No. After execution and delivery of this Agreement333-236771), including a related base prospectus, relating to certain securities, including the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities ActShares. The information included in such prospectus that was omitted from such Such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effectivestatement, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreementpost-effective amendment thereto, is herein called a “preliminary prospectus.” became effective upon filing. Such registration statement, including the amendments thereto, the exhibits and any schedules theretoinformation, if any, deemed pursuant to Rule 430B under the Securities Act to be part of the registration statement at the time it became effective and including the of its effectiveness (“Rule 430A Information 430 Information”), is referred to herein called as the “Registration Statement.”; and as used herein, the term “Base Prospectus” Any means the base prospectus included in the Registration Statement (and any amendments thereto) at the time of effectiveness, the term “Preliminary Prospectus” means any preliminary prospectus relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the Base Prospectus and any preliminary prospectus supplement thereto relating to the Shares that is used prior to the filing of the Prospectus, and the term “Prospectus” means the final prospectus relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the Base Prospectus and any final prospectus supplement thereto relating to the Shares. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated April 5, 2021 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared on Form S-3 (File No. 333-264652), including a prospectus, relating to the Securities, and such registration statement became effective by upon filing. Such registration statement, as amended to the Commission in such form under the Securities Act. After execution and delivery date of this Agreement, including the Company will file a prospectus in accordance with information, if any, deemed pursuant to Rule 430A, 430B or 430C under the provisions Securities Act to be part of Rule 430A the registration statement at the time of its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in the Registration Statement (and any amendments thereto) at the time of the rules and regulations of its effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) or Rule 424(b) (other than the Prospectus (as defined below)) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Securities. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the following information shall have been prepared by the Company (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated February 28, 2024, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-238500), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Any oral or written communication with potential investors undertaken in reliance on Rule 163B under the Securities Act is hereinafter called a “Testing-the-Waters Communication”, and any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act is hereinafter called a “Written Testing-the-Waters Communication. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated September 14, 2022 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an “automatic shelf registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares statement” as defined under Rule 405 under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which registration statement has been declared effective by on Form S-3 (File No. 333-253532) covering the Commission in such form public offering and sale of certain securities of the Company, including the Notes, under the Securities Act, which automatic shelf registration statement became effective upon filing with the Commission pursuant to Rule 462(e) of the Securities Act. After execution Such registration statement and delivery the prospectus constituting a part thereof (including in each case the information, if any, deemed pursuant to Rule 430B under the Securities Act to be part of this Agreementthe registration statement at the time of effectiveness (the “Rule 430 Information”)), is referred to herein as the “Registration Statement”; and as used herein, the Company will file a term “Preliminary Prospectus” means any prospectus relating to the Registration Statement (and any amendments thereto) filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits the Rule 430 Information, and the term “Prospectus” means the prospectus in accordance the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the provisions of Rule 430A Notes. Any reference in this agreement (this “Rule 430AAgreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act “Exchange Act”), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and paragraph the Prospectus. At or prior to 3:30 p.m., New York City time, on November 8, 2021, the time when sales of the Notes were first made (b) the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Prospectus”): the Preliminary Prospectus dated November 8, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 424 (“Rule 424(b)”) 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex A hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an “automatic shelf registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares statement” as defined under Rule 405 under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which registration statement has been declared effective by on Form S-3 (File No. 333-277313) covering the Commission in such form public offering and sale of certain securities of the Company, including the Notes, under the Securities Act, which automatic shelf registration statement became effective upon filing with the Commission pursuant to Rule 462(e) of the Securities Act. After execution Such registration statement and delivery the prospectus constituting a part thereof (including in each case the information, if any, deemed pursuant to Rule 430B under the Securities Act to be part of this Agreementthe registration statement at the time of effectiveness (the “Rule 430 Information”)), is referred to herein as the “Registration Statement”; and as used herein, the Company will file a term “Preliminary Prospectus” means any prospectus relating to the Registration Statement (and any amendments thereto) filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits the Rule 430 Information, and the term “Prospectus” means the prospectus in accordance the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the provisions of Rule 430A Notes. Any reference in this agreement (this “Rule 430AAgreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act “Exchange Act”), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and paragraph the Prospectus. At or prior to 2:55 p.m., New York City time, on June 30, 2025, the time when sales of the Notes were first made (b) the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Prospectus”): the Preliminary Prospectus dated June 30, 2025, and each “free-writing prospectus” (as defined pursuant to Rule 424 (“Rule 424(b)”) 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex A hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147)Registration Statement, including the any related preliminary prospectus covering Preliminary Prospectus or Prospectuses, for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form Offering under the Securities Act. After execution and delivery of this Agreement, which Registration Statement has been prepared by the Company will file a prospectus in accordance conformity with the provisions requirements of Rule 430A (“Rule 430A”) of the Securities Act and the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) was declared effective under the Securities Act. The information included in such prospectus that was omitted from Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have been made available to the Underwriters. The term “Registration Statement” means the registration statement on Form S-1 (Commission file number 333-220295), as amended, as of the relevant Effective Date, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Securities Act and the rules and regulations thereunder, as applicable. If the Company files a registration statement to register a portion of the Securities and relies on Rule 462(b) of the Securities Act and the rules and regulations thereunder for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term “Preliminary Prospectus” as used herein means the preliminary prospectus, filed May [__], 2018, as contemplated by Rule 430 or Rule 430A of the Securities Act and the rules and regulations thereunder as included at the any time it became effective but that is as part of, or deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments theretoor included in, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The term “Prospectus” means the final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use prospectus in connection with the this Offering and as first filed with the Commission pursuant to Rule 424(b) of the Securities Act and the rules and regulations thereunder or, if no such filing is herein called required, the form of final prospectus included in the Registration Statement at the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Representative by the Company for use in connection with the Securities which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term “Prospectus.” For purposes of this Agreementshall also refer to such revised prospectus or prospectus supplement, all references as the case may be, from and after the time it is first provided to the Representative for such use. Any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include: (i) the filing of any preliminary prospectusdocument under the Exchange Act after the Effective Date, the date of the Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any amendment such document so filed. All references in this Agreement to the Registration Statement, the Preliminary Prospectus and the Prospectus, or supplement any amendments or supplements to any of the foregoing shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇▇”). For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act. The Company will not, without the prior consent of the Representative, prepare, use or refer to, any free writing prospectus.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-189785), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): (a) a Preliminary Prospectus dated December 9, 2013, (b) each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis Rule 405 under the Securities Act) listed on Annex A hereto and Retrieval System (“E▇▇▇▇”)c) the pricing information listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-281608), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with the placement of Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pursuant to its Electronic Data Gatheringpricing information set forth on Annex A, Analysis the “Pricing Disclosure Package”): the Preliminary Prospectus and Retrieval System (“E▇▇▇▇”)all Purchase Agreements.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement (File No. 333-140979) including a prospectus, relating to the Shares. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective (including any prospectus wrapper or Directed Share Program material prepared by or with the consent of the Company for distribution in connection with the Directed Share Program attached to or included with any preliminary prospectus) and furnished by the Company to the Underwriters for distribution in connection with the offering of the Shares, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares (including any prospectus wrapper or Directed Share Program material prepared by or with the consent of the Company for distribution in connection with the Directed Share Program attached to or included with final prospectus). The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “"Rule 462(b) 462 Registration Statement,” and after such filing "), then any reference herein to the term “"Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing " shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the copy filed meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Shares were first made (the "Time of Sale"), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the "Time of Sale Information"): a Preliminary Prospectus dated [ ], 2007, and each "free-writing prospectus" (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333- 225397), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis Underwriting Agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission pursuant thereunder (collectively, the “Exchange Act”) that are deemed to its Electronic Data Gatheringbe incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), Analysis and Retrieval System the Company had prepared the following information (collectively, the “E▇▇▇▇Pricing Disclosure Package”)): a Preliminary Prospectus dated October 29, 2019, as supplemented by the information listed on Schedule 2(c) hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-217297), including a prospectus, relating to the Commission in such form under Shares. Such registration statement, as amended at the Securities Act. After execution and delivery of this Agreementtime it became effective, including the Company will file a prospectus in accordance with the provisions of Rule 430A (“information, if any, deemed pursuant to Rule 430A”) of the rules and regulations of the Commission , 430B or 430C under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.”; and as used herein, the term “Preliminary Prospectus” Any means the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information (the “Base Prospectus”) and the prospectus supplement dated May 9, 2017, thereto relating to the Shares, and the term “Prospectus” means the Base Prospectus and the prospectus supplement relating to the Shares in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” Statement shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called this underwriting agreement (the “Prospectus.” For purposes of this Agreement, all references ”) to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 8, 2017 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a shelf registration statement has been declared effective by on Form S-3 (File No. 333-189794), including a base prospectus (the Commission in such form under “Base Prospectus”), relating to the Securities ActSecurities. After execution and delivery of this AgreementSuch registration statement, as amended at the Company will file a prospectus in accordance with time it became effective, including the provisions of Rule 430A (“information, if any, deemed pursuant to Rule 430A”) of the rules and regulations of the Commission , 430B or 430C under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any ”. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectusAny reference in this Agreement to the Registration Statement, including any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by referencereference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. (b) No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus (as defined in subsection (a)(iii) of this Section 2) or the Prospectus (as defined in subsection (a)(iii) of this Section 2) or the 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. (c) The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus. Such final prospectus supplement, in the form first furnished to the Sales Agents for use in connection with the Offering and which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is herein 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 prospectus, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus pursuant to Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Units by the Placement Agent. (d) For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus462(b) Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“E▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which are “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333- 225397), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called this Underwriting Agreement (the “Prospectus.” For purposes of this Agreement, all references ”) to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively, with the Commission pricing information set forth on Annex D, the “Pricing Disclosure Package”): a Preliminary Prospectus dated June 11, 2018 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex C hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-275112), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company has prepared the following information (collectively with the Commission pursuant pricing information set forth on Annex A, the “Pricing Disclosure Package”): the Preliminary Prospectus, all Purchase Agreements and any issuer free writing prospectus as defined in Rule 433 of the Act, if any, that the parties thereto shall hereafter expressly agree in writing to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)treat as part of the Pricing Disclosure Package.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an “automatic shelf registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares statement” as defined under Rule 405 under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which registration statement has been declared effective by on Form S-3 (File No. 333-253532) covering the Commission in such form public offering and sale of certain securities of the Company, including the Notes, under the Securities Act, which automatic shelf registration statement became effective upon filing with the Commission pursuant to Rule 462(e) of the Securities Act. After execution Such registration statement and delivery the prospectus constituting a part thereof (including in each case the information, if any, deemed pursuant to Rule 430B under the Securities Act to be part of this Agreementthe registration statement at the time of effectiveness (the “Rule 430 Information”)), is referred to herein as the “Registration Statement”; and as used herein, the Company will file a term “Preliminary Prospectus” means any prospectus relating to the Registration Statement (and any amendments thereto) filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits the Rule 430 Information, and the term “Prospectus” means the prospectus in accordance the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the provisions of Rule 430A Notes. Any reference in this agreement (this “Rule 430AAgreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act “Exchange Act”), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and paragraph the Prospectus. At or prior to 4:30 p.m., New York City time, on December 4, 2023, the time when sales of the Notes were first made (b) the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Prospectus”): the Preliminary Prospectus dated December 4, 2023, and each “free-writing prospectus” (as defined pursuant to Rule 424 (“Rule 424(b)”) 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex A hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-169341) including a prospectus, relating to the Securities, the Underlying Securities and Rights. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S-3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities Act were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus dated December 3, 2012, and paragraph each “free-writing prospectus” (b) of as defined pursuant to Rule 424 (“Rule 424(b)”) 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex A hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-225219), including a base prospectus, relating to the Commission in such form under Securities. Such registration statement, as amended as of the Securities Act. After execution and delivery of this Agreementdate hereof, including the Company will file a prospectus in accordance with the provisions of Rule 430A (“information, if any, deemed pursuant to Rule 430A”) of the rules and regulations of the Commission , 430B or 430C under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such the registration statement at the time it became effective pursuant to paragraph (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to ”; and as the “Rule 462(b) Registration Statement,” and after such filing used herein, the term “Registration StatementPreliminary Prospectus” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and means any prospectus filed with the Commission pursuant to Rule 424(b) is herein called under the Securities Act relating to the offering of the Securities and the base prospectus included in the Registration Statement, and the term “Prospectus.” For purposes means the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this agreement (this “Agreement, all references ”) to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 4:10 P.M., New York City time, on March 4, 2020, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, dated as of March 4, 2020, and (ii) each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. The Company intends to use the proceeds of the offering of the Securities to repay a portion of the borrowings outstanding under its Electronic Data Gathering, Analysis credit agreement and Retrieval System (“E▇▇▇▇”)for general corporate purposes.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-239175), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 5:05 p.m., New York City time, on June 16, 2020 (the “Time of Sale”), the Company had prepared the following information (collectively, with the Commission pricing information set forth on Annex A hereto, the “Time of Sale Information”): a Preliminary Prospectus dated June 15, 2020, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has filed with Based on communications from the Securities and Exchange Commission (Commission, no stop order suspending the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including effectiveness of either the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include Statement or the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by referenceif any, in the form first furnished has been issued and, to the Sales Agents Company's knowledge, no proceeding for use in connection with that purpose has been initiated or threatened by the Offering and filed with the Commission pursuant to Rule 424(b) is Commission. Any reference herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Sale Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the exhibits incorporated by reference therein pursuant to the Rules and Regulations on or before the effective date of the Registration Statement, the date of such Preliminary Prospectus, the Sale Preliminary Prospectus or the date of the Prospectus, as the case may be. Any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any amendment Preliminary Prospectus or supplement the Prospectus shall be deemed to refer to and include: (i) the filing of any document under the Securities Exchange Act of 1934, as amended, and together with the Rules and Regulations promulgated thereunder (the "EXCHANGE ACT") after the effective date of the Registration Statement, the date of such Preliminary Prospectus, the Sale Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any Maxim Group LLC ______________, 2006 Page 3 of 39 such document so filed. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus, the Sale Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E"▇▇▇▇”▇"). The Sale Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the Offering were or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. If, subsequent to the date of this Agreement, the Company or the Representative determine that, at the Time of Sale, the Sale Preliminary Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-185228), including a base prospectus, relating to various debt and equity securities of the Commission in such form under Company, including the Securities ActSecurities. After execution and delivery of this AgreementSuch registration statement, as amended at the Company will file a prospectus in accordance with time it becomes effective, including the provisions of Rule 430A (“information, if any, deemed pursuant to Rule 430A”) of the rules and regulations of the Commission , 430B or 430C under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.”; and as used herein, the term “Preliminary Prospectus” Any means the base prospectus together with any preliminary prospectus supplement relating to the offering of the Securities used prior to the filing of the Prospectus and deemed part of the Registration Statement that omits the Rule 430 Information; and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be (such date, the “Effective Date”) and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission pursuant thereunder (collectively, the “Exchange Act”) that are deemed to its Electronic Data Gathering, Analysis be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and Retrieval System (“E▇▇▇▇”)the Prospectus.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-253986), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated March 8, 2021 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-159457), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S-3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex B hereto, the “Time of Sale Information”): a Preliminary Prospectus dated August 10, 2009 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex A hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-143852) including a prospectus, relating to the Shares and Rights. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S-3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), the Company had prepared the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”): a Preliminary Prospectus dated November 27, 2007, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto. The In addition, you have informed us that the Underwriters have or will orally provide the pricing information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed set out on Annex C to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prospective purchasers prior to confirming sales. If, subsequent to the execution and delivery date of this Agreement, is herein called the Company and the Underwriters have determined that such Time of Sale Information included an untrue statement of a material fact or omitted a statement of material fact necessary to make the information therein, in the light of the circumstances under which it was made, not misleading and have agreed to provide an opportunity to purchasers of the Shares to terminate their old purchase contracts and enter into new purchase contracts, then “preliminary prospectus.Time of Sale Information” Such registration statement, including will refer to the amendments thereto, the exhibits and any schedules thereto, if any, information available to purchasers at the time it became effective and including of entry into the Rule 430A Information is herein called the “Registration Statementfirst such new purchase contract.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-293202), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated March 19, 2026 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

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 S-1 (File Registration No. 333-200147177797), including the and amendments thereto, and related preliminary prospectus covering prospectuses for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), of the Securities which registration statement statement, as so amended (including post-effective amendments, if any), has been declared effective by the Commission in such form under and copies of which have heretofore been delivered to the Securities ActPlacement Agent. After execution The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A other information (“Rule 430A”if any) deemed to be part of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective effectiveness pursuant to paragraph (b) of Rule 430A under the Securities Act, is hereinafter referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the ““ Registration Statement.” Any If the Company has filed or is required pursuant to the terms hereof to file a registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the registering additional shares of Common Stock (a “Rule 462(b) Registration Statement,” and after such filing ”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) Registration Statement. The final prospectusOther than a Rule 462(b) Registration Statement, including the documents incorporated by referencewhich, in the form first furnished if filed, becomes effective upon filing, no other document with respect to the Sales Agents for use in connection with the Offering and Registration Statement has heretofore been filed with the Commission Commission. All of the Securities and Placement Agreement Warrants have been registered under the Securities Act pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration StatementStatement or, if any preliminary prospectusRule 462(b) Registration Statement is filed, will be duly registered under the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed Securities Act with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”filing of such Rule 462(b).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-207077), including a prospectus, relating to the Securities. Such registration statement, as amended from time to time, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. After execution and delivery of Any reference in this agreement (this “Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to June 13, 2017, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated June 13, 2017, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act and paragraph Act) listed on Annex A hereto. The Company intends to use the proceeds of the offering of the Securities to (bi) redeem all of Rule 424 its outstanding $400.0 million aggregate principal amount of 6.625% Notes due 2021 (the “Rule 424(b2021 Notes”), (ii) prepay in full its $100.0 million term loan facility (the “Term Loan” and, together with the 2021 Notes, the “Existing Indebtedness”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at Credit Agreement, dated as of September 30, 2016 (the time it became effective but that is deemed to be part of such registration statement at “Credit Agreement”), among the time it became effective pursuant to paragraph (b) of Rule 430A is referred to Company, JPMorgan Chase Bank, N.A., as “Rule 430A Information.” Each prospectus used before such registration statement became effectiveadministrative agent, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness other lenders party thereto and prior (iii) to the execution and delivery of this Agreementextent any proceeds remain, is herein called a “preliminary prospectus.” Such registration statement, including the amendments theretofor general corporate purposes (collectively, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇Transactions”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-226126), including a prospectus relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”. The term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished Company has also filed a registration statement on Form F-6 (No. 333-228089) relating to the Sales Agents for use in connection with the Offering and filed ADSs with the Commission (such registration statement on Form F-6, including all exhibits thereto, as amended through the time such registration statement becomes effective, being hereinafter called the “ADS Registration Statement”). The Company has also filed, in accordance with Section 12 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), a registration statement on Form 8-A (File No. 001-38726) (such registration statement on Form 8-A, including all exhibits thereto, as amended through the time such registration statement becomes effective, being hereinafter called the “Exchange Act Registration Statement”) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Ordinary Shares and the ADSs. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated October 31, 2018 and each “free-writing prospectus” (as defined pursuant to Rule 424(b405 under the Securities Act) is herein called the “Prospectuslisted on Annex A hereto.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-196466), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated June 2, 2014 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-239504), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated July 20, 2020 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File NoRegistration Statement. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus within thirty (30) days of the Closing Date, in accordance with the provisions of Rule 430A (“Rule 430A”) of the 1933 Act and the rules and regulations thereunder, a registration statement on Form F-1 (the “Initial Registration Statement”) registering at least [_____] Class A Shares for the resale of the Commission under Commitment Shares, the Securities Act Pre-Delivery Shares and paragraph (b) the Purchase Shares, and any other Class A Shares issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of Rule 424 (“securities by Company, including Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b)) (a “Prospectus”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is 1933 Act or deemed to be a part of such registration statement at the time it became effective Initial Registration Statement pursuant to paragraph (b) Rule 430B of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effectivethe 1933 Act, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant Company will use its reasonable best efforts to Rule 462(b) under get the Securities Act is herein referred Initial Registration Statement effective as soon as possible. Company covenants to file one or more Registration Statements as necessary to have sufficient Class A Shares registered at all times to accommodate the “Rule 462(b) full Commitment Amount. Company covenants to file a new Registration Statement,” and after such filing Statement prior to the term “Registration Statement” shall include expiration of the Rule 462(b) Initial Registration Statement. The final prospectus, including Following effectiveness of the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Initial Registration Statement, any preliminary prospectusCompany will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement, the Prospectus or any amendment or supplement to subsequent Registration Statements, at all times Investor owns 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▇▇▇▇”)Securities.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-177167), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S-3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated November 15, 2011 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex B hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a An automatic shelf registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement ) on Form S-3 (File No. 333-209236) (the “Initial Registration Statement”) with respect to the Securities has been declared effective prepared by the Commission Company in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance conformity with the provisions requirements of Rule 430A the Act, and the rules and regulations (the “Rule 430ARules and Regulations”) of the rules Securities and regulations of Exchange Commission (the “Commission”) thereunder, has been filed with the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and not earlier than three years prior to the execution date hereof and delivery has become effective. No stop order suspending the effectiveness of this Agreementthe Initial Registration Statement, is herein called any post-effective amendment thereto or any registration statement increasing the size of the offering (a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “462(b) Registration Statement.” Any registration statement filed ”), pursuant to Rule 462(b) under the Securities Act is herein referred to as which became or will become effective upon filing has been issued. As used in the Terms Agreement (i) “Registration Statement” means the Initial Registration Statement and any Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the all exhibits thereto, all documents incorporated therein by reference and the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430B under the Act; (ii) “Base Prospectus” means the prospectus included in the Registration Statement at the time of effectiveness and all documents incorporated therein by reference; (iii) “Prospectus” means the Base Prospectus, together with any amendments or supplements thereto including the final prospectus supplement specifically relating to the Securities; (iv) “Preliminary Prospectus” means the Preliminary Prospectus Supplement together with the Base Prospectus and, in the form first furnished each case, all documents incorporated therein by reference specifically relating to the Sales Agents for use in connection with the Offering and Securities, as filed with the Commission pursuant to Rule 424(b) is herein called of the Rules and Regulations; and (v) “Time of Sale Information” means the Base Prospectus.” For purposes of this Agreement, all references the Preliminary Prospectus Supplement, as amended or supplemented, each Issuer Free Writing Prospectus, as defined in subsection 2.4 hereof and identified in Schedule III to the Registration StatementTerms Agreement (including the Final Term Sheet, as defined in Section 7.6 hereof), and any preliminary prospectus, other free writing prospectus that the Prospectus or any amendment or supplement parties hereto shall hereafter expressly agree in writing and to any treat as part 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▇▇▇▇”)Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-184565), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called this Underwriting Agreement (the “Prospectus.” For purposes of this Agreement, all references ”) to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated October 24, 2012 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form F-3 (File No. ), including a prospectus, relating to the Commission in such form Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Securities. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated [ ], and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-203388), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 24, 2017 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-221960), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated November 6, 2019 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under thereunder (the Securities Act “Act”), a shelf registration statement (file number 333-258756) on Form S-3 and paragraph such registration statement has been declared effective as of the Effective Date (b) of Rule 424 (“Rule 424(b)”as defined below) under the Securities ActAct by the Commission. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the amendments thereto, the exhibits and any schedules theretothereto at such time, if anythe documents incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B (“Rule 430B”) under the Act (the “Rule 430B Information”), at the time it became effective and including the Rule 430A Information is referred to herein called as the “Registration Statement.;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B of the Act, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Act and the Rule 430B Information. Any registration statement filed pursuant to Rule 462(b) under of the Securities Act is herein referred to as hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, base prospectus in the form first furnished in which it has most recently been filed with the Commission on or prior to the Sales Agents for use date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in connection the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Offering Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Act. Such final prospectus supplement (including the Base Prospectus as so supplemented) in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act as of the date of such prospectus. “Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective (including each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Act). For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any preliminary prospectusPreliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“E▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Act to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), and which is deemed to be incorporated by reference therein or otherwise deemed by the Exchange Act to be a part thereof.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared on Form S-3 (File No. 333-269815), including a prospectus, and a post-effective amendment No. 1 to such registration statement relating to certain securities, including the Shares, to be issued from time to time by the Commission in such form Company. Such registration statement, as amended by post-effective amendment No. 1 on March 4, 2024, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated March 4, 2024 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (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-1 (File No. 333-200147161917) including a Preliminary Prospectus (as defined below), relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the related preliminary prospectus covering the registration all exhibits, financial schedules and all documents and information deemed to be part of the Shares Registration Statement by incorporation by reference or otherwise, as amended from time to time, and the information, if any, deemed pursuant to Rule 430A under the Securities Act to be part of 1933, as amended the registration statement at the time of its effectiveness (the “Securities ActRule 430 Information”), which registration statement has been declared effective by is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of pursuant to Rule 430A (“Rule 430A”424(a) of the rules and regulations of the Commission under the Securities Act and paragraph (b) the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 424 (430 Information, and the term “Prospectus” means the prospectus in the form first filed pursuant to Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is Any reference herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include the copy any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission pursuant after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to its Electronic Data Gathering, Analysis the termination of the offering of the Units by the Underwriter. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and Retrieval System (“E▇▇▇▇”)the Prospectus.

Registration Statement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Rules and Regulations”), which registration statement has on Form S-3 (No. 333-188640) (the initial filing being referred to as the “Initial Registration Statement”); and such Initial Registration Statement, and any post-effective amendment thereto, each in the form previously delivered to you, have been declared effective by the Commission Commission, in such form under the Securities Actform. After execution and delivery of this Agreement, the Company will file Other than a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at increasing the time it became effective and including size of the offering (a “Rule 430A Information is herein called the “462(b) Registration Statement.” Any registration statement ”) filed pursuant to Rule 462(b) under the Securities Act is herein referred Act, which will become effective upon filing, no other document with respect to as the “Rule Initial Registration Statement has heretofore been filed with the Commission. The various parts of the Initial Registration Statement and the 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, if any, including all exhibits thereto and including (i) the documents incorporated by reference, information contained in the form first furnished to the Sales Agents for use in connection with the Offering and of final prospectus filed with the Commission pursuant to Rule 424(b) is herein called under the Securities Act in accordance with Section 4 hereof and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it became effective under the Securities Act with respect to the Underwriters, and (ii) the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the Initial Registration Statement becomes effective, each as amended at the time such part of the Initial Registration Statement or Rule 462(b) Registration Statement, if any, became or hereafter becomes effective under the Securities Act with respect to the Underwriters, are hereafter collectively referred to as the “ProspectusRegistration Statement.” For purposes of this Agreement, all references Any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the effective date of the Initial Registration Statement that is incorporated by reference therein. No stop order suspending the effectiveness of the Initial Registration Statement, any preliminary prospectuspost-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the 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 (“E▇▇▇▇”)Commission.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which an automatically effective shelf registration statement has been declared effective by on Form S‑3ASR (File No. 333‑212916), including a prospectus, relating to the Underwritten Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Underwritten Shares. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S‑3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)Exchange Act”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is are deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the form first furnished to Registration Statement and the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which an automatic shelf registration statement has been declared on Form S-3 (File No. 333-197192), covering the public offering and sale of certain securities, including the Shares, which automatic shelf registration statement became effective by the Commission in such form under Rule 462(e) under the Securities Act. After Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the Securities Act (“Rule 430B”), is referred to herein as the “Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of such registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. Each preliminary prospectus used in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus relating to the Shares in accordance with the provisions of Rule 430A (“Rule 430A”424(b) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement). The final prospectus, including the documents incorporated by reference, in the form first furnished or made available to the Sales Agents Underwriters for use in connection with the Offering and filed with offering of the Commission Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Rule 424(b) is Item 12 of Form S-3 under the Securities Act, are collectively referred to herein called as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (or any successor system) (“E▇▇▇▇▇”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated December 6, 2016 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-1 S-3 (File No. 333-200147187132), including a prospectus, relating to the related preliminary prospectus covering Shares, which registration statement became effective upon filing pursuant to the rules or regulations of the Commission under the Securities Act. Such registration statement covers the registration of the Shares under the Securities Act Act. Such registration statement, at any given time, including the 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 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form Form S-3 under the Securities Act. After execution Act at such time and delivery of this Agreement, the Company will file documents otherwise deemed to be a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of part thereof or included therein pursuant to the rules and or regulations of the Commission under the Securities Act, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act and paragraph to be part of the registration statement (b) of Rule 424 (the “Rule 424(b430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in the Registration Statement, and any amendments thereto, that omits Rule 430 Information and any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act; and as used herein, the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex B, the “Time of Sale Information”): the base Prospectus dated March 8, 2013 included in the Registration Statement and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared on Form S-3ASR (File No. 333-189425), including a prospectus, relating to the Securities. Such registration statement, which became effective by upon filing with the Commission Commission, including the information, if any, deemed pursuant to Rule 430A or 430B under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the prospectus included in such the Registration Statement (the “Base Prospectus”) plus the preliminary prospectus supplement, dated October 8, 2013, 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 Securities Act) in connection with confirmation of sales of the Securities. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S-3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 5:30 p.m. on the date hereof (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be ) listed on Annex A hereto as constituting part of such registration statement at the time it became effective pursuant to paragraph (b) Time of Rule 430A is referred to as “Rule 430A Sale Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-147371), including a prospectus, relating to the Commission in such form Securities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”) of ), is referred to herein as the rules “Registration Statement”; and regulations of as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto), any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Securities. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively with the Commission information referred to in the next succeeding sentence, the “Time of Sale Information”): a Preliminary Prospectus dated January 27, 2010, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has filed shall file a registration statement with the United States Securities and Exchange Commission (within 30 days after the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering date hereof to effect the registration of the resale of the Warrant Shares under the Securities Act of 1933, as amended (Act; provided that the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from Warrantholder shall not sell any Warrant Shares pursuant to such registration statement at the time unless and until it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior provides to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to Company such information as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents Company may reasonably request for use in connection with the Offering identification of the Warrantholder as a selling stockholder in such registration statement, or any prospectus included therein, and filed with no such sale shall be made by the Commission Warrantholder pursuant to such registration statement unless and until such information is included by the Company in such registration statement or prospectus. The Company shall in good faith use its reasonable efforts and at its cost to cause such registration statement to be declared effective as promptly as practicable thereafter, to amend such registration statement to include additional or revised information with respect to the selling stockholders and to include in such registration statement the information provided by the Warrantholder as a selling stockholder and shall notify the Warrantholder of the effectiveness thereof and agrees to use its reasonable efforts to maintain the effectiveness of such registration statement until the earliest of (a) such time as all of the Warrant Shares have been sold pursuant to the registration statement, (b) the Warrant expires according to its terms and (c) the date that Rule 424(b144(k) under the Securities Act (or successor provision) is herein called available for the “Prospectus.” For purposes resale of this Agreementthe Warrant Shares, all references provided that expenses incurred by the Company with respect to any post-effective amendment to include additional or revised information with respect to the Registration Statementselling stockholders shall be paid by such selling stockholders. The Company shall indemnify and hold harmless the Warrantholder, its officers, directors and agents and employees, each person who controls the Warrantholder (within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 ▇▇▇) ▇▇d the officers, directors, agents and employees of any preliminary prospectussuch controlling person, the Prospectus from and against all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Losses") incurred or suffered and arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any such registration statement, or related prospectus or in any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent the same are based upon information furnished in writing to the Company by or on behalf of the Warrantholder expressly for use therein; provided, that the Company shall not be liable to the Warrantholder to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if either (A)(i) the Warrantholder failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale by the Warrantholder of a Warrant Share to the person asserting the claim from which such Losses arise and (ii) the prospectus would have completely corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (B)(i) such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the prospectus and (ii) having previously been furnished by or on behalf of the Company with copies of the prospectus as so amended or supplemented, the Warrantholder thereafter fails to deliver such prospectus as so amended or supplemented, prior to or concurrently with the sale of a Warrant Share to the person asserting the claim from which such Losses arise. Promptly after receipt by - 57 - 62 an indemnified party under Section 7.01 of the Stock Purchase Agreement of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the Company under such Section 7.01 notify the Company in writing of the claim or the commencement of that action. No indemnification provided for in such Section 7.01 shall be available to any party who shall fail to give the notice if the party to whom such notice was not given was unaware of the foregoing action, suit or proceeding to which the notice would have related and was prejudiced by the failure to give the notice, but the omission so to notify such indemnifying party of any such notification shall not relieve such indemnifying party from any liability which it may have to the indemnified party otherwise than under such Section 7.01. If any such claim or action shall be deemed brought against an indemnified party, and it shall notify the Company thereof, the Company may, or if the indemnified party requests shall, participate therein and assume the defense thereof with counsel reasonably satisfactory to include the copy filed indemnified party. After notice from the Company to the indemnified party of its election to assume the defense of such claim or action, the Company shall not be liable to the indemnified party under such Section 7.01 for any legal or other expenses subsequently incurred by the indemnified party in connection with the Commission pursuant defense thereof; provided, however, if the defendants in any such action include both an indemnified party and the Company and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and for other indemnified parties that are different from or additional to those available to the Company, the indemnified party or parties under such Section 7.01 shall have the right to employ not more than one counsel to represent them and, in that event, the reasonable fees and expenses of not more than one such separate counsel shall be paid by the Company. The Company shall not be liable for any settlement effected without its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)written consent of any claim or action.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-286679), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A(3), the “Pricing Disclosure Package”): a Preliminary Prospectus dated April 22, 2025 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A(3) hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-165738), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement;” and as used herein, the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, and any prospectus (including any prospectus supplement) filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus (including any prospectus supplement) included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus (including any prospectus supplement) in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S-3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January 18, 2011 (including the Preliminary Prospectus Supplement dated January 18, 2011), the price and number of Shares and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex C hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission thereunder, a registration statement (File No. 333-255756), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and the rules and regulations of the Commission thereunder that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated August 10, 2022 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-239801), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy filed documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth in Part I of Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated November 18, 2020 and any “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed in Part II of Annex A hereto.

Registration Statement. The Company has filed with Based on communications from the Securities and Exchange Commission (Commission, no stop order suspending the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including effectiveness of either the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has been declared effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include Statement or the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by referenceif any, in the form first furnished has been issued and, to the Sales Agents Company's knowledge, no proceeding for use in connection with that purpose has been initiated or threatened by the Offering and filed with the Commission pursuant to Rule 424(b) is Commission. Any reference herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Sale Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the exhibits incorporated by reference therein pursuant to the Rules and Regulations on or before the effective date of the Registration Statement, the date of such Preliminary Prospectus, the Sale Preliminary Prospectus or the date of the Prospectus, as the case may be. Any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, any amendment Preliminary Prospectus or supplement the Prospectus shall be deemed to refer to and include: (i) the filing of any document under the Securities Exchange Act of 1934, as amended, and together with the Rules and Regulations promulgated thereunder (the "EXCHANGE ACT") after the effective date of the Registration Statement, the date of such Preliminary Prospectus, the Sale Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any such document so filed. All Maxim Group LLC October 18, 2006 Page 3 of 39 references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus, the Sale Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E"▇▇▇▇”▇"). The Sale Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the Offering were or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. If, subsequent to the date of this Agreement, the Company or the Representative determine that, at the Time of Sale, the Sale Preliminary Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-130515) including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex B, the “Time of Sale Information”): a Preliminary Prospectus dated October 11, 2006, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333- 174805), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement;” and as used herein, the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, and any prospectus (including any prospectus supplement) filed with the Commission in such form pursuant to Rule 424(a) under the Securities Act, and any prospectus (including any prospectus supplement) included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus (including any prospectus supplement) in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S-3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)Exchange Act”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is are deemed to be part of incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such registration statement at terms in the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, Registration Statement and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and Prospectus. At or prior to the execution Applicable Time (as defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a prospectus dated June 17, 2011 (including the preliminary prospectus supplement dated May 16, 2012) and delivery of the information listed on Annex C to this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-222365), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated April 11, 2018 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-202168), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated February 19, 2015 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective on Form S-3ASR (File No. 333-279905) as amended by Post-Effective Amendment No. 1 thereto, including a prospectus, relating to the Securities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in such the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. After execution Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and delivery include the documents incorporated by reference therein pursuant to Item 12 of this AgreementForm S-3 under the Securities Act, as of the Company will file a prospectus in accordance effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the provisions Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of Rule 430A (“Rule 430A”) of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities Act were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated September 2, 2025, and paragraph each “free-writing prospectus” (b) of as defined pursuant to Rule 424 (“Rule 424(b)”) 405 under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Informationlisted on Annex A hereto.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective (File No. 333-211864) including a prospectus, relating to the Securities and certain other debt and equity securities to be issued by the Commission in such form under Company from time to time. Such registration statement, as amended at the Securities Act. After execution and delivery of this Agreementtime it became effective, including the Company will file a prospectus in accordance with the provisions of Rule 430A (“information, if any, deemed pursuant to Rule 430A”) of the rules and regulations of the Commission , 430B or 430C under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to ”; and as the “Rule 462(b) Registration Statement,” and after such filing used herein, the term “Registration StatementPreliminary Prospectus” shall include means the Rule 462(b) Registration Statement. The final prospectusPreliminary Prospectus Supplement of the Company dated June 7, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering 2016 and filed with the Commission pursuant to Rule 424(b) is herein called under the Securities Act together with the prospectus included in the Registration Statement at the time of its effectiveness that omitted Rule 430 Information, and the term “Prospectus” means the definitive Prospectus Supplement in the form first furnished to the Underwriters (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) for use in connection with confirmation of sales of the Securities together with the prospectus included in the Registration Statement at the time of its effectiveness that omitted Rule 430 Information. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Prospectus.Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” For purposes of shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this “Agreement, all references ”) to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated June 7, 2016, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which an automatic shelf registration statement has been declared effective by the Commission in such form under the Securities Acton Form S-3 (File No. After execution and delivery of this Agreement333-150474), the Company will file including a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effectiveprospectus, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior relating to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Securities. Such registration statement, including the amendments thereto, the exhibits and any schedules theretoinformation, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time it became effective and including the of its effectiveness (“Rule 430A Information 430 Information”), is referred to herein called as the “Registration Statement.”; and as used herein, the term “Preliminary Prospectus” Any means the base prospectus included in such registration statement (and any amendments thereto), the prospectus supplement filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on April 28, 2008, and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively the “Time of Sale Information”): a Preliminary Prospectus dated April 28, 2008, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex C hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-226595), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated February 19, 2019 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-166300), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing term sheet set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated April 26, 2010 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared on Form S-3 (File No. 333-195305), including a prospectus, relating to the Securities. Such registration statement, which became effective by the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance upon filing with the provisions of Commission, including the information, if any, deemed pursuant to Rule 430A (“Rule 430A”) of the rules and regulations of the Commission or 430B under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that of its effectiveness (“Rule 430 Information”), is deemed referred to be part of herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the prospectus included in such registration statement (and any amendments thereto) at the time it became effective was filed that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to paragraph (bRule 173 under the Securities Act) in connection with confirmation of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such sales of the Securities. If the Company has filed an abbreviated registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated April 16, 2014, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-221960), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January 17, 2018 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-158635), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated April 20, 2009 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective on Form S-3 (File No. 333-204648), including a related prospectus or prospectuses, relating to shares of common stock of the Company, including the Shares, to be issued from time to time by the Commission in such form under the Securities ActCompany. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and effective, including the information, if any, deemed pursuant to Rule 430A Information 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein called as the “Registration Statement.”; and as used herein, the term “Preliminary Prospectus” Any means the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information (the “Base Prospectus”) and the prospectus supplement dated April 6, 2016 thereto relating to the Shares, and the term “Prospectus” means the Base Prospectus and the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pursuant to its Electronic Data Gatheringpricing information set forth on Annex A, Analysis and Retrieval System (the “E▇▇▇▇Pricing Disclosure Package”)): a Preliminary Prospectus dated April 6, 2016.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by the Commission in such form under the Securities Acton Form S-3 (File No. After execution and delivery of this Agreement333-242321), the Company will file including a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effectiveprospectus, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior relating to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Securities. Such registration statement, including the amendments thereto, the exhibits and any schedules theretoinformation, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time it became effective and including the of its effectiveness (“Rule 430A Information 430 Information”), is referred to herein called as the “Registration Statement.”; and as used herein, the term “Preliminary Prospectus” Any means each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 6:00 p.m. New York City time on the date hereof (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated September 23, 2020, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto as constituting part of the Time of Sale Information.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-159614), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated September 22, 2009 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form S-3 (File No. 333-228879), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Exchange Act that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated February 25, 2019 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-131425) including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a prospectus dated February 1, 2006, as supplemented by a preliminary prospectus supplement dated January 25, 2007 relating to the Shares, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective (File No. 333-128547) including a prospectus (the “Basic Prospectus”), relating to certain shares of Stock, including the Shares, and certain debt and other securities (the “Shelf Securities”) to be sold from time to time by the Commission in such form under Company. Such registration statement, as amended at the Securities Act. After execution and delivery of this Agreementtime it became effective, including the Company will file a prospectus in accordance with the provisions of information, if any, deemed pursuant to Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) to be part of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph its effectiveness (b) of “Rule 430A 430 Information”), is referred to herein as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.”; and as used herein, the term “Preliminary Prospectus” Any means any preliminary prospectus supplement specifically relating to the Shares together with the Basic Prospectus, and the term “Prospectus” means Basic Prospectus as supplemented by the Prospectus Supplement specifically relating to the Shares in the form first used to confirm sales of the Shares. If the Company has filed an abbreviated registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references Agreement to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission pursuant thereunder (collectively, the “Exchange Act”) that are deemed to its Electronic Data Gathering, Analysis be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and Retrieval System (“E▇▇▇▇”)the Prospectus.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by on Form N-2 (File No. 333-275147), including a prospectus, relating to the Commission in such form under the Securities ActSecurities. After Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (bh) of Rule 424 (“Rule 424(b)”) under 497 of the Securities Act. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (bRule 430A(b) of Rule 430A is referred to as herein called the “Rule 430A Information.” Each prospectus used before such Such registration statement statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and any including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Securities Act is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement in the form furnished to the Underwriters for use in connection with the offering of the Securities, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, Agreement is herein called a “preliminary prospectusPreliminary Prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents Underwriters for use in connection with the Offering and filed with offering of the Commission pursuant to Rule 424(b) Securities, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the respective copy filed with the Commission pursuant to via its Electronic Data Gathering, Analysis and Retrieval System system or any successor system (“E▇▇▇▇”). A Form N-8A Notification of Registration Filed pursuant to Section 8(a) of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”) filed pursuant to Section 8(a) of the Investment Company Act (File No. 811-23912) (the “Notification of Registration”) was filed under the Investment Company Act with the Commission on October 24, 2023. At or prior to the Applicable Time (as defined below), the Company had prepared the Preliminary Prospectus, dated [●], 2024, which together with the information set forth on Schedule 2 hereto and any Omitting Prospectus, comprises the “General Disclosure Package”.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (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-1 (File No. 333-200147[●]), including a prospectus, relating to the related preliminary prospectus covering Shares. Such registration statement, as amended at the registration of time it became effective, including the Shares information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of 1933, as amended the registration statement at the time of its effectiveness (the “Securities ActRule 430 Information”), which is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement has been declared effective by (and any amendments thereto) before effectiveness, any prospectus filed with the Commission in such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in accordance with the provisions of pursuant to Rule 430A (“Rule 430A”424(a) of the rules and regulations of the Commission under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus, including the documents incorporated by reference, in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include such Rule 462 Registration Statement. At or prior to the copy filed Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January [●], 2021 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-219369), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January 30, 2018 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-294563), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated March 24, 2026 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared on Form S-3, as amended (File No. 333-201610) including a base prospectus (the “Base Prospectus”), relating to the Securities. Such registration statement, as amended at the time it became effective, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Act, including all documents incorporated or deemed to be incorporated by reference therein and including the Commission in such form information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Securities. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated August 7, 2017, and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-220151), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated September 17, 2019 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the related preliminary prospectus covering the registration of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), which a registration statement has been declared effective by (File No. 333-226748), including a prospectus, relating to the Commission in such form Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act. After execution and delivery Act to be part of this Agreement, the Company will file a prospectus in accordance with registration statement at the provisions time of Rule 430A its effectiveness (“Rule 430A430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) of the rules and regulations of before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and paragraph the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (b) or made available upon request of purchasers pursuant to Rule 424 (“Rule 424(b)”) 173 under the Securities Act) in connection with confirmation of sales of the Shares. The information included in such prospectus that was omitted from such If the Company has filed an abbreviated registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein referred to as (the “Rule 462(b) 462 Registration Statement,” and after such filing ”), then any reference herein to the term “Registration Statement” shall be deemed to include the such Rule 462(b) 462 Registration Statement. The final prospectus, including the documents incorporated by reference, Any reference in the form first furnished to the Sales Agents for use in connection with the Offering and filed with the Commission pursuant to Rule 424(bthis underwriting agreement (this “Agreement”) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to refer to and include the copy documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated March 10, 2020 and each “free-writing prospectus” (as defined pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”)Rule 405 under the Securities Act) listed on Annex A hereto.