Common use of Registration Statement Clause in Contracts

Registration Statement. (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 SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the 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 Target 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 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 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, 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-153092), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration under the state securities or “blue skyRegistration Statement”; and as used herein, the term “Preliminary Prospectus” Laws of all applicable jurisdictions, and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide to defined below), the other Party any Company had prepared the following 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 collectively with the transactions contemplated by this Agreement willpricing information set forth on Annex A, at the time such document is filed“Pricing Disclosure Package”): a Preliminary Prospectus dated May 18, fail to comply as to form, in all material respects, with the provisions of applicable Law2009.

Registration Statement. (a) As soon as reasonably practicable (and in any event, within 60 days) after the date of this Agreement the Parties will The Company shall use its best efforts to prepare and file with the SEC a Registration Statement on Form SB-2 (the Proxy “Registration Statement/Prospectus and ”) on or before the day that is 45 days after the Closing Date (the “Filing Date”), covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. Subject to the terms of this Agreement, the Company will prepare and file with the SEC shall use its best efforts to cause the Registration Statement (in which the Proxy Statement/Prospectus will to be included as a prospectus), which in each case shall comply in all material respects with the requirements of the 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 within 120 days after the filing thereof. Company shall use reasonable best efforts to register or exempt from registration Filing Date (the Company Common Stock to be issued to holders of Target Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictionsEffectiveness Date”), and to keep the Registration Statement and continuously effective until the earliest of: (a) the date all Registrable Securities covered by such state securities Laws or “blue sky” registrations or exemptions current and in effect Registration Statement have been sold; (b) the date the Registrable Securities are eligible for so long resale under Rule 144(k) under the Securities Act (as is necessary to consummate reasonably determined by the transactions contemplated by this Agreement. Company); or (c) two years following the Closing Date; provided, however, that the Company shall have primary responsibility for preparing and filing may voluntarily suspend 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) effectiveness of the Registration Statement before it is filed with for a limited time, which in no event shall be longer than 90 days, if the SEC and (ii) all amendments and supplements Company has been advised by counsel or underwriters to the Company that the offering of the Registrable Securities pursuant to the Registration Statement and all responses would have a Material Adverse Effect, 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 Company, in which case the two year period referred to requests in Section 7.1(c), above, shall be extended for additional information and replies to comments relating a period of time equal to the Registration Statement before number of days the same are filed with or submitted to the SEC. Each Party, 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 effectiveness of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting is suspended pursuant to 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawprovision.

Registration Statement. (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 The Company has filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with “Commission”) a registration statement on Form S-1 (File No. 333-200147), including the SEC related preliminary prospectus covering the Registration Statement registration of the Shares under the Securities Act of 1933, as amended (in which the Proxy Statement/Prospectus will be included as a prospectus“Securities Act”), which registration statement has been declared effective by the Commission in each case shall comply such form under the Securities Act. After execution and delivery of this Agreement, the Company will file a prospectus in all material respects accordance with the requirements provisions of the Exchange Act and the Securities Act Rule 430A (and “Rule 430A”) of the rules and regulations thereunder) applicable thereto. Each of Company and Target shall use reasonable best efforts to have the Registration Statement declared effective Commission under the Securities Act as soon as practicable after and paragraph (b) of Rule 424 (“Rule 424(b)”) under the filing thereofSecurities Act. Company shall use reasonable best efforts to register or exempt The information included in such prospectus that was omitted from such registration statement at the Company Common Stock time it became effective but that is deemed to be issued part of such registration statement at the time it became effective pursuant to holders paragraph (b) of Target Common Stock Rule 430A is referred to as Merger Consideration “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 state securities or Securities Act is herein referred to as the “blue skyRule 462(b) Registration Statement,” Laws 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 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 is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing , all references to the Registration Statement, provided that Company shall afford Target and its legalany preliminary prospectus, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the 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, 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time any of the Target Meeting, contain any untrue statement of a material fact or omit foregoing shall be deemed to state any material fact required to be stated therein or necessary in order to make include the statements made therein, in light of the circumstances under which they were made, not misleading, or (iii) any other document copy filed with any Governmental Entity in connection with the transactions contemplated by this Agreement willCommission pursuant to its Electronic Data Gathering, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnalysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-236334), including a prospectus, relating to have the Registration Statement declared effective Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration under the state securities or “blue skyRegistration Statement”; and as used herein, the term “Base Prospectus” Laws of all applicable jurisdictions, and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company the Base Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the 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, 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 as of the Registration Statement and the Proxy Statement/Prospectus for the purpose effective date 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 date of the information supplied by it for inclusion Base Prospectus or incorporation by the Prospectus, as the case may be, and any reference in (i) to “amend”, “amendment” or “supplement” with respect to the Registration Statement willStatement, at the time Base Prospectus or the Registration Statement or Prospectus shall be deemed to refer to and include any amendment or supplement thereto becomes effective 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, contain any untrue statement of a material fact or omit to state any material fact required ”) that are deemed to be stated therein 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 necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed prior to the shareholders of Target or at Applicable Time (as defined below), the time of Company had prepared the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or following information (iii) any other document filed with any Governmental Entity in connection collectively with the transactions contemplated by this Agreement willpricing information set forth on Annex A hereto, at the time such document is filed, fail to comply as to form, in all material respects, with “Pricing Disclosure Package”): the provisions of applicable LawBase Prospectus.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-162467), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the 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, 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 as of the Registration Statement and the Proxy Statement/Prospectus for the purpose effective date 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 date 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/such Preliminary Prospectus or any amendment or supplement thereto willthe Prospectus, on as the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawcase may be.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement on Form S-3 (File No. Each of Company and Target shall use reasonable best efforts 333-211556), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration under the state securities or “blue skyRegistration Statement”; and as used herein, the term “Base Prospectus” Laws of all applicable jurisdictions, and to keep means the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws 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. Any reference in this agreement (the “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) 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 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, 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/Base 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 Prospectus shall be deemed to refer to and include the information supplied by it for inclusion or incorporation documents incorporated by reference in (i) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective therein pursuant to Item 12 of Form S-3 under the Securities Act, contain as of the effective date of the Registration Statement, the date of the Base Prospectus or the Prospectus, as the case may be, and any untrue statement 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 a material fact or omit to state any material fact required 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), that are deemed to be stated therein or necessary in order to make the statements made incorporated by reference therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed . Any reference to the shareholders of Target Registration Statement shall be deemed to refer to and include the exhibits filed therewith. 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 at prior to the time of Applicable Time (as defined below), the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make Company had prepared the statements made therein, in light of the circumstances under which they were made, not misleading, or following information (iii) any other document filed with any Governmental Entity in connection collectively with the transactions contemplated by this Agreement willpricing information set forth on Annex B, at the time such document is filed, fail “Pricing Disclosure Package”): the Base Prospectus and each “free-writing prospectus” (as defined pursuant to comply as to form, in all material respects, with Rule 405 under the provisions of applicable LawSecurities Act) listed on Annex B hereto.

Registration Statement. The Company has filed with the Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on ___________ (athe “Effective Date”). The Company has filed with the Commission a Form 8-A (File Number 000-___) As soon as reasonably practicable providing for the registration under the Exchange Act of the Common Stock and Warrants. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein; and any eventreference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, within 60 days) the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement Agreement, or the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements issue date of the Exchange Act and Prospectus or the Securities Act (and Prospectus Supplement, as 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 case may be, deemed to be issued incorporated therein by reference. All references in this Agreement to holders of Target Common Stock as Merger Consideration under the state securities financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “blue skystated” 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 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 the Prospectus or the Prospectus Supplement (and all other references of like import) shall afford Target be deemed to mean and its legal, financial, include all such financial statements and accounting advisors a reasonable opportunity schedules and other information which is or is deemed to review and provide comments on (i) be incorporated by reference in the Registration Statement before it is filed with Statement, the SEC and (ii) all amendments and supplements to Prospectus or 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 PartyProspectus Supplement, 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 case may be. No stop order suspending the effectiveness of the Registration Statement or the Proxy Statement/Prospectus. Each Party covenants that none use of the information supplied Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by it for inclusion or incorporation by reference the Commission. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in (i) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective Rule 405 under the Securities Act. The Company will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make without the statements made therein, in light prior consent of the circumstances under which they were madeRepresentative, not misleadingprepare, (ii) the Proxy Statement/Prospectus use or refer to, any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawfree writing prospectus.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-127851) applicable theretoincluding a prospectus, relating to the Shares. Each of Company and Target shall use reasonable best efforts Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 became effective, any prospectus filed with the Commission pursuant to Rule 424(b) under the state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430A Information, and the term “Prospectus” means the prospectus in the form first used to confirm sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this AgreementRule 462 Registration Statement. Company Capitalized terms used but not defined herein 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 meanings given to review and provide comments on (i) the 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, 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, such terms 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 Prospectus. Any reference herein to the shareholders Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Target for approval Form S-3 which were filed under the Securities Exchange Act of 1934, as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide to amended, and the other Party any information rules and regulations thereunder (the “Exchange Act”) on or before the effective date of or relating to such Party or its Subsidiaries as the other Party reasonably requests for inclusion in the Registration Statement or the Proxy issue date of such Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement/Prospectus. Each Party covenants that none , any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the effective date of the information supplied by it for inclusion Registration Statement, or incorporation by reference in (i) the Registration Statement willissue date of any Preliminary Prospectus and on or prior to the issue date of the Prospectus, at the time the Registration Statement or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required deemed to be stated incorporated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawreference.

Registration Statement. (a) As soon as reasonably practicable (and in any eventThe Company, within 60 days) after the date of this Agreement the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and if required by the Securities Act (and the rules and regulations thereunderof the Commission (the "Regulations"), proposes to file the Prospectus with the Commission pursuant to Rule 424(b) 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 ("Rule 424(b)"). The prospectus, in the filing thereof. Company shall use reasonable best efforts to register or exempt from registration the Company Common Stock form in which it is to be issued to holders of Target 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 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 Registration Statement before it is filed with the SEC and (ii) all amendments and supplements Commission pursuant to Rule 424(b), or, if the Registration Statement and all responses prospectus is not to requests for additional information and replies to comments relating to the Registration Statement before the same are be filed with or submitted the Commission pursuant to Rule 424(b), the SEC. Each Party, 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 prospectus in the preparation form included as part 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 became effective, is hereinafter referred to as the "Prospectus," except that if any revised prospectus or any amendment or prospectus supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to shall be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed provided to the shareholders of Target or at Underwriters by the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or (iii) any other document filed with any Governmental Entity Company for use in connection with the transactions contemplated 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 a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary 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 Preliminary Prospectus or 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 willto the Registration Statement, at the time such document is filedRule 462(b) Registration Statement, fail a Preliminary Prospectus and the Prospectus, or any amendments or supplements to comply as any of the foregoing shall be deemed to form, in all material respects, include any copy thereof filed with the provisions of applicable LawCommission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the "Commission") a registration statement on Form S-1 (Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectusNo. 333-206318), which in each case shall comply in all material respects with and amendments thereto, and related preliminary prospectuses, for the requirements of the 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 registration under the Securities Act of 1933, as soon amended (the "Securities Act"), of the Securities, which registration statement, as practicable after so amended (including post-effective amendments, if any) has been declared effective by the filing thereof. Company shall use reasonable best efforts to register or exempt from registration the Company Common Stock to be issued to holders Commission and copies of Target 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 is necessary to consummate the transactions contemplated by this Agreement. Company shall which 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 Registration Statement before it is filed with the SEC and (ii) all amendments and supplements heretofore been delivered 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 SECPlacement Agents. Each PartyThe registration statement, 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, amended at the time it became effective, including the Registration Statement or any amendment or supplement thereto becomes effective prospectus, financial statements, schedules, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, contain is hereinafter referred to as the "Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "Rule 462(b) Registration Statement"), then, unless otherwise specified, any untrue statement of reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a material fact or omit Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light Registration Statement has heretofore been filed with the Commission. All of the circumstances Securities have been registered under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed Securities Act pursuant to the shareholders of Target or at the time of the Target MeetingRegistration Statement or, contain if any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or (iiiRule 462(b) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document Registration Statement is filed, fail to comply as to form, in all material respects, will be duly registered under the Securities Act with the provisions filing of applicable Law.such Rule 462(b)

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-268666), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 8, 2022 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (ai) As soon The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-187659) under the Securities Act of 1933, as reasonably practicable amended and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement has been declared effective by the Commission. Each part of such registration statement, at any given time, including amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430A, 430B or 430C under the Securities Act or otherwise pursuant to the Securities Act at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Securities Act. The offering of the Securities by the Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information. (ii) No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus (as defined in any eventsubsection (a)(iii) of this Section 2) or the Prospectus or the effectiveness of the Registration Statement, within 60 dayshas been issued by the Commission, and no proceedings for such purpose have been instituted or, to the Company’s knowledge, are contemplated or threatened by the Commission. (iii) after The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement relating to the Securities in the form heretofore delivered to the Placement Agent. Such prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to the date of this Agreement is hereinafter called the Parties will prepare and file “Base Prospectus.” Such prospectus supplement, in the form in which it shall be filed with the SEC Commission pursuant to Rule 424(b) (including the Proxy Statement/Base Prospectus and Company will prepare and file with as so supplemented) is hereinafter called the SEC the Registration Statement (in “Prospectus.” Any preliminary form of prospectus which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements is filed or used prior to filing of the Exchange Act and Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Securities Act (and Base Prospectus, any Preliminary Prospectus or the rules and regulations thereunder) applicable thereto. Each Prospectus or to any amendment or supplement to any of Company and Target the foregoing shall use reasonable best efforts be deemed to have the Registration Statement declared effective include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as soon as practicable after of the filing thereof. Company date of such prospectus, and, in the case of any reference herein to the Prospectus, also shall use reasonable best efforts be deemed to register or exempt from registration the Company Common Stock to be issued to holders of Target Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictionsinclude any documents incorporated by reference therein, and to keep the Registration Statement and such state securities Laws any supplements or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statementamendments thereto, provided that Company shall afford Target and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to Commission after 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, to the extent permitted by applicable Law, shall deliver to the other Party copies date 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 filing of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement pursuant 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 (iRule 424(b) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit and prior to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light termination of the circumstances under which they were madeoffering of the Securities by the Placement Agent. (iv) For purposes of this Agreement, not misleadingall references to the Registration Statement, (ii) the Proxy Statement/Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto willto any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, on the date the same is first mailed Analysis and Retrieval System (“▇▇▇▇▇”). All references in this Agreement to amendments or supplements to the shareholders Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of Target or at any document under the time Securities Exchange Act of 1934, as amended (collectively with the Target Meetingrules and regulations promulgated thereunder, contain any untrue statement of a material fact or omit to state any material fact required the “Exchange Act”), and which is deemed to be stated incorporated by reference therein or necessary in order otherwise deemed to make the 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawbe a part thereof.

Registration Statement. The Company has filed with the Securities and Exchange Commission (athe “Commission”) As soon a registration statement on Form S-1 under the Securities Act of 1933, as reasonably practicable amended (the “Securities Act”) (File No. 333-195901). The Company will use its best efforts to cause the registration statement to become effective pursuant to Rule 430A, and will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the Regulations of the Commission promulgated thereunder (the “Regulations”), a final prospectus included in such registration statement relating to the placement of the Securities and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended as of its effective date and as of the Closing, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Preliminary Prospectus”; the amended or supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and 424(b) (including the Preliminary Prospectus as so amended or supplemented) is hereinafter called the “Pricing Prospectus”; and, unless otherwise stated herein, the Preliminary Prospectus and Pricing Prospectus and any eventFree Writing Prospectus (as defined below) are hereinafter called the “Disclosure Documents”. Any reference in this Agreement to the Registration Statement and the Disclosure Documents shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of Form S-1 which were filed under the Securities Exchange Act of 1934, within 60 days) as amended (the “Exchange Act”), on or before the date of this Agreement, or the issue date of the Preliminary Prospectus or the Pricing Prospectus, 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 Preliminary Prospectus or the Pricing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement Agreement, or the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements issue date of the Exchange Act and Preliminary Prospectus or the Securities Act (and Pricing Prospectus, as 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 case may be, deemed to be issued incorporated therein by reference. All references in this Agreement to holders of Target Common Stock as Merger Consideration under the state securities financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “blue skystated” 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 is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided the Preliminary Prospectus or the Pricing Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that Company shall afford Target and its legalis or is deemed to be incorporated by reference in the Registration Statement, financialthe Preliminary Prospectus or the Pricing Prospectus, as the case may be. No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus or the Prospectus or the effectiveness of the Registration Statement, has been issued by the Commission, and accounting advisors a reasonable opportunity no proceedings for such purpose have been instituted or, to review and provide comments on (i) the Registration Statement before it is filed with Company’s knowledge, are contemplated or threatened by the SEC and (ii) Commission. For purposes of this Agreement, all amendments and supplements references to the Registration Statement and all responses to requests for additional information and replies to comments relating to Statement, the Registration Statement before Pricing Prospectus, any Preliminary Prospectus, the same are filed with or submitted to the SEC. Each Party, 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto willto any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, on the date the same is first mailed Analysis and Retrieval System (“▇▇▇▇▇”). All references in this Agreement to amendments or supplements to the shareholders Registration Statement, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of Target or at any document under the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required Securities Exchange Act and which is deemed to be stated incorporated therein by reference therein or necessary in order otherwise deemed to make the 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law.be a part thereof

Registration Statement. Timing of Filing, Effectiveness and Period of Usability. Subject to the provisions of Section 7 hereof, the holders of the Warrant Shares representing a majority of such securities (aassuming the exercise of all of the then outstanding Warrants) As soon as reasonably practicable shall have the right (and in any eventa "Demand"), within 60 days) after on one occasion only, exercisable by written notice to the date of this Agreement Company, to have the Parties will Company prepare and file with the SEC Commission a Registration Statement on Form S-3 or, if the Proxy Statement/Prospectus Company is not then eligible to use Form S-3, on Form S-1, registering resales of the Registrable Securities by the holders from time to time through the automated quotation system of the American Stock Exchange or the facilities of any national securities exchange or the Nasdaq National Market if the Common Stock is then listed or quoted thereon and in privately-negotiated transactions. The Company will prepare and shall use its best efforts (i) to file a Registration Statement with the SEC Commission no later than the Registration Statement sixth (6th) business day following the Company's receipt, in which the Proxy Statement/Prospectus will be included as a prospectus)writing, which in each case shall comply in all material respects with the requirements of the Exchange Act Demand, and the Securities Act (and the rules and regulations thereunderii) applicable thereto. Each of Company and Target shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act effect as soon as practicable after thereafter, the filing thereof. Company shall use reasonable best efforts to register or exempt from registration of the Company Common Stock to be issued to holders of Target Common Stock as Merger Consideration Registrable Securities 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 is necessary to consummate the transactions contemplated by this AgreementSecurities Act. 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 If (i) the Registration Statement before it is not 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 Commission on or before the same are filed with or submitted to the SEC. Each Party, 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingFiling Penalty Commencement Date, (ii) the Proxy Statement/Prospectus Registration Statement is not declared effective by the Commission on or any amendment or supplement thereto will, on before the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingEffectiveness Penalty Commencement Date, or (iii) if at any other document filed with time after the Registration Statement is declared effective, but prior to the Expiration Date, the Warrant Shares may not be sold pursuant to the Registration Statement for more than 30 days during any Governmental Entity 12-month period (whether because the Registration Statement is no longer effective, there is a material misstatement or omission in connection with the transactions contemplated by this Agreement willRegistration Statement, or otherwise) (any such period in excess of such 30 days is hereinafter referred to as an "Unavailability Period"), the Company will have the obligation to pay penalty payments (the "Penalty Payments") at the time such document rate of $200 per 5,000 Warrant Shares per month following the Filing Penalty Commencement Date or the Effectiveness Penalty Commencement Date, or following the commencement of the Unavailability Period, as the case may be, until the Registration Statement is filed, fail declared effective or may be used following an Unavailability Period, as the case may be. The first Penalty Payment shall be payable on the earlier to comply occur of the 30th calendar day following the Filing Penalty Commencement Date or the Effectiveness Penalty Commencement Date, or following the commencement of the Unavailability Period, as to formthe case may be, or the date the Registration Statement is filed, declared effective or may be used following an Unavailability Period, as the case may be. Subsequent Penalty Payments shall be payable on each 30-day anniversary of the Filing Penalty Commencement Date or the Effectiveness Penalty Commencement Date or following the commencement of the Unavailability Period, as the case may be, except if the Registration Statement shall be filed or declared effective prior thereto or may be used following an Unavailability Period, as the case may be, in all material respectswhich case the subsequent Penalty Payment shall be made concurrently with such effectiveness or date on which the Registration Statement may be used. Any date on which a Penalty Payment is required to be paid is referred to herein as a "Penalty Payment Date." Penalty Payments shall be paid to the holders of record of the Warrants on each Penalty Payment Date. With respect to Warrants which have been exercised for Shares prior to a Penalty Payment Date, the Penalty Payment with respect to such exercised Warrants shall be paid to the holders on such Penalty Payment Date of the Warrants Shares. The Company shall have the option to pay Penalty Payments in respect of the first two Penalty Payment Dates either in cash or in shares of Common Stock which shall be registered pursuant to the Registration Statement (the "Penalty Shares") together with the provisions Warrant Shares, and Penalty Payments with respect to all subsequent Penalty Payment Dates shall be paid by the Company solely in cash. The Penalty Payment shall accrue and be prorated for partial months, assuming a 360-day year of twelve 30-day months. The number of Penalty Shares to be issued in payment of any Penalty Payment shall be determined by dividing the amount of such Penalty Payment by the average price of the Common Stock over the five (5) trading days preceding the applicable LawPenalty Payment Date. The Company will use its best efforts (i) to keep the Registration Statement continuously effective and usable for resale of Registrable Securities until the Expiration Date or such shorter period which will terminate when all Warrant Shares and Penalty Shares have ceased to be Registrable Securities, and (ii) to file with the Securities and Exchange Commission on a timely basis all reports, notices and otherwise as the Company may be required to file under the Securities Exchange Act of 1934, as amended." 5. Section 20 of the Warrant is hereby deleted in its entirety and replaced with the following:

Registration Statement. The Company has filed with the Commission the Registration Statement, including any related Prospectus or Prospectuses, for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on the date hereof (athe “Effective Date”) As soon as reasonably practicable and was post-effectively amended by the Rule 462(b) Registration Statement which is effective on the date hereof. The Company has advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus. Any reference in this Agreement to the Registration Statement, the Prospectus or any eventProspectus 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, within 60 days) the Prospectus or any Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement Agreement, or the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements issue date of the Exchange Act and Prospectus as 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 case may be, deemed to be issued incorporated therein by reference. All references in this Agreement to holders of Target Common Stock as Merger Consideration under the state securities financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “blue skystated” 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 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 the Prospectus (i) the Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to the Registration Statement and all responses other references of like import) shall be deemed to requests for additional information mean and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, to the extent permitted by applicable Law, shall deliver to the other Party copies of include 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the financial statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law.and

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-161404), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 10, 2010, and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and "Commission") under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No.: 333-132748) applicable theretoincluding a prospectus (the "Basic Prospectus"), relating to the Shares. Each of The Company and Target shall use reasonable best efforts has also filed, or proposes to have file, with the Registration Statement declared effective Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Shares (the "Prospectus Supplement"). The registration statement, as soon as practicable after amended at the filing thereof. Company shall use reasonable best efforts time it became effective, including the information, if any, deemed pursuant to register Rule 430A, 430B or exempt from registration 430C under the Company Common Stock Securities Act to be issued part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to holders 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 Target Common Stock as Merger Consideration purchasers pursuant to Rule 173 under the state securities or “blue sky” Laws Securities Act) in connection with confirmation of all applicable jurisdictions, sales of the Shares and the term "Preliminary Prospectus" means each preliminary Prospectus Supplement specifically relating to keep the Shares that omits Rule 430 Information included in the Registration Statement and together with the Basic Prospectus. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the "Exchange Act") The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 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 supplied by it for inclusion or incorporation by reference in (i) collectively with the Registration Statement willpricing information set out on Schedule II, at the time the Registration Statement or any amendment or supplement thereto becomes effective "Time of Sale Information"): a Preliminary Prospectus dated April 27, 2006, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawSchedule II hereto.

Registration Statement. (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 The Company has filed with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC Commission the Registration Statement (in which Statement, including any related Preliminary Prospectus or Prospectuses, for the Proxy Statement/Prospectus will be included as a prospectus)registration of the Offering under the Securities Act, which Registration Statement has been prepared by the Company in each case shall comply in all material respects conformity with the requirements of the Exchange Securities Act and the rules and regulations of the Commission under the Securities Act and was declared effective under the Securities Act. 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) applicable theretoof 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. Each The term “Preliminary Prospectus” as used herein means the preliminary prospectus, filed April 6, 2018, as contemplated by Rule 430 or Rule 430A of Company the Securities Act and Target shall use reasonable best efforts the rules and regulations thereunder as included at any time as part of, or deemed to have be part of or included in, the Registration Statement. The term “Prospectus” means the final prospectus in connection with this Offering 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 required, the form of final prospectus included in the Registration Statement declared effective under 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 Act 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 soon as practicable the case may be, from and after the filing thereoftime it is first provided to the Representative for such use. Company shall use reasonable best efforts Any reference herein to register or exempt from registration the Company Common Stock to be issued to holders of Target Common Stock as Merger Consideration under the state securities terms “amend”, “amendment” or “blue skysupplement” Laws of all applicable jurisdictions, and with respect to keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as 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 the Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on include: (i) the Registration Statement before it filing of any document 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 filed with the SEC incorporated therein by reference, 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 SECany such document so filed. Each Party, 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, All references 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 Registration Statement, the Preliminary Prospectus and the Prospectus, or any amendments or supplements 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 foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). For purposes of this Agreement, “free writing prospectus” has the meaning set forth in (i) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective Rule 405 under the Securities Act. The Company will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make without the statements made therein, in light prior consent of the circumstances under which they were madeRepresentative, not misleadingprepare, (ii) the Proxy Statement/Prospectus use or refer to, any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawfree writing prospectus.

Registration Statement. (a) As soon as reasonably practicable (The Company and in any event, within 60 days) after the date of this Agreement the Parties will prepare Guarantors have prepared and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement (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 amendments thereto. Each , including a related base shelf prospectus, relating to certain securities of the Company and Target shall use reasonable best efforts the Guarantors, including the Securities, and have caused the Trustee to have file a Form T-1 under the Registration Statement declared 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws 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. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-121937) applicable theretoincluding a prospectus, relating to the Shares. Each of Company and Target shall use reasonable best efforts Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders time when sales of Target for approval 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 March 9, 2005 (as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide amended to the other Party any information Time 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 Sale) and the information supplied by it for inclusion or incorporation by reference in (i) listed on Annex C hereto. If, subsequent to the Registration Statement willdate of this Agreement, at the time Company and the Registration Statement or any amendment or supplement thereto becomes effective under the Securities Act, contain any Underwriter have determined that such Time of Sale Information included an untrue statement of a material fact or omit to state any omitted a statement of material fact required to be stated therein or necessary in order to make the statements made information therein, in the light of the circumstances under which they were it was made, not misleadingmisleading and have agreed to provide an opportunity to purchasers of the Shares to terminate their old purchase contracts and enter into new purchase contracts, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed then “Time of Sale Information” will refer to the shareholders of Target or information available to purchasers at the time of entry into the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time first such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawnew purchase contract.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “ Securities Act”), a shelf registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-159346), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the preliminary prospectus supplement filed with the Commission pursuant to Rule 424(b) under the state securities or “blue sky” Laws of all applicable jurisdictionsSecurities Act on May 19, 2009 and to keep the base prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws the term “Prospectus” means the prospectus in the form first used (or “blue sky” registrations or exemptions current and made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in effect for so long as is necessary connection with confirmation of sales of the Securities. Any reference in this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the 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, 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 as of the Registration Statement and the Proxy Statement/Prospectus for the purpose effective date 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/date of such Preliminary Prospectus or the Prospectus. Each Party covenants that none of , as the information supplied by it for inclusion case may be, and any reference to “amend”, “amendment” or incorporation by reference in (i) “supplement” with respect to the Registration Statement willStatement, at any Preliminary Prospectus or the time the Registration Statement or Prospectus shall be deemed to refer to and include any amendment or supplement thereto becomes effective 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, contain any untrue statement of a material fact or omit to state any material fact required ”) that are deemed to be stated therein incorporated by reference therein. At or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed prior to the shareholders of Target or at Applicable Time (as defined below), the time of Company had prepared the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or following information (iii) any other document filed with any Governmental Entity in connection collectively with the transactions contemplated by this Agreement willpricing information set forth on Annex A, at the time such document is filed, fail to comply as to form, in all material respects, with “Time of Sale Information”): the provisions of applicable LawPreliminary Prospectus.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-190546), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictionsSecurities Act, and to keep any prospectus (including any prospectus supplement) included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws the term “Prospectus” means the prospectus (including any prospectus supplement) in the form first used (or “blue sky” registrations or exemptions current and made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in effect for so long as is necessary connection with confirmation of sales of the Shares. Any reference in this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide to defined below), the other Party any Company had prepared the following information of or relating to such Party or its Subsidiaries as (collectively, the other Party reasonably requests for inclusion in “Pricing Disclosure Package”): a prospectus dated August 9, 2013 (including the Registration Statement or the Proxy Statement/Prospectus. Each Party covenants that none of preliminary prospectus supplement dated July 31, 2014) and 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 under the Securities Act, contain any untrue statement of a material fact or omit listed on Annex C to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAgreement.

Registration Statement. The Registration Statement in respect of the Securities has been filed with the SEC pursuant to Rule 415 under the Securities Act. The Company meets the requirements for use of Form S-3 under the Securities Act, and the rules and regulations of the SEC thereunder (athe “Rules and Regulations”). The Registration Statement delivered to the Investors or made available, and, excluding exhibits thereto, to the Investors, have been declared effective by the SEC in such form and meet the requirements of the Securities Act, and the Rules and Regulations. The proposed offering of the Securities may be made pursuant to General Instruction I.B.1 of Form S-3. Other than (i) As soon the Registration Statement, (ii) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”), and (iii) the Prospectus contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations, no other document with respect to the offer and sale of the Securities has heretofore been filed with the SEC. No stop order suspending the effectiveness of the Registration Statement or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the Company’s knowledge after reasonable investigation and due diligence inquiry (“Knowledge”), threatened by the SEC. Any reference herein to the Registration Statement, Base Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein. Any reference to any amendment or supplement to any Base Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Base Prospectus or the Prospectus under the Exchange Act, and incorporated by reference in such Base Prospectus or Prospectus, as reasonably practicable the case may be. Any reference to (i) the Registration Statement shall be deemed to refer to and in include the annual report of the last completed fiscal year of the Company on Form 10-K filed under Section 13(a) or 15(d) of the Exchange Act prior to the date hereof and (ii) the effective date of such Registration Statement shall be deemed to refer to and include the date such Registration Statement became effective and, if later, the date such Form 10-K was so filed. Any reference to any event, within 60 daysamendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the date of this Agreement the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (that is incorporated by reference in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the 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 Target 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 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 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, 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-234713), including a prospectus relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide to defined below), 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 Company had an Issuer Free Writing Prospectus dated August 9, 2021 listed on Annex B hereto which collectively with the information supplied by it for inclusion or incorporation by reference in (i) set forth on Annex A is the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law“Pricing Disclosure Package”.

Registration Statement. (a) As soon as reasonably practicable (After execution and in any event, within 60 days) after the date delivery of this Agreement Agreement, the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC Commission a prospectus supplement to the base prospectus included in the Registration Statement (the “Base Prospectus”) in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B is herein called the “Rule 430B Information”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Firm Securities that omitted Rule 430B Information, is hereinafter collectively called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated June 3, 2022, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” The Base Prospectus, together with the final prospectus supplement which includes the Proxy Rule 430B Information, in the form first furnished to the Underwriters for use in connection with the offering and confirmation of the sales of the Firm Securities, is hereinafter collectively called the “Prospectus.” Any reference in this Agreement to the Registration Statement/, the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus will or the Prospectus shall be included deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 6 of Form F-3 which were filed under the Securities Exchange Act of 1934, as a prospectusamended (the “Exchange Act”), which in each case shall comply in all material respects with the requirements of the Exchange Act and the Securities Act (and the rules and regulations thereunder) applicable thereto. Each of Company the Commission promulgated thereunder (the “Exchange Act Regulations”), on or before the date of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be; and Target shall use reasonable best efforts any reference in this Agreement 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 Target Common Stock as Merger Consideration under the state securities terms “amend,” “amendment” or “blue skysupplement” Laws of all applicable jurisdictions, and with respect to keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as 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 the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall afford Target be deemed to refer to and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) include the Registration Statement before it is filed with filing of any document under the SEC and (ii) all amendments and supplements to Exchange Act after 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, to the extent permitted by applicable Law, shall deliver to the other Party copies date of all material filings, correspondence, orders, and documents with, tothis Agreement, 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 issue date of the Registration Statement and Base Prospectus, the Proxy Statement/Preliminary Prospectus, the Pricing Prospectus for or the purpose of submitting Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in 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 financial statements and schedules and any other Party any information of which is “contained,” “included,” “described,” “referenced,” “set forth” or relating to such Party or its Subsidiaries as the other Party reasonably requests for inclusion “stated” in the Registration Statement Statement, the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Proxy Statement/Prospectus. Each Party covenants that none Prospectus (and all other references of the like import) shall be deemed to mean and include all such financial statements and schedules and any other information supplied by it for inclusion which is or incorporation is deemed to be incorporated by reference in (i) the Registration Statement willStatement, at the time Base Prospectus, the Registration Statement or any amendment or supplement thereto becomes effective under Preliminary Prospectus, the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Pricing Prospectus or any amendment or supplement thereto willthe Prospectus, on as the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawcase may be.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-252902), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated February 9, 2021 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawSchedule 2 hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (athe “Commission”) As soon under the Securities Act of 1933, as reasonably practicable amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form N-2 (File No. 333-231946), including a prospectus, relating to the Securities. Promptly after execution and in any event, within 60 days) after the date delivery of this Agreement Agreement, the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file a prospectus in accordance with the SEC the Registration Statement provisions of Rule 430A (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements “Rule 430A”) of the 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 Commission under the Securities Act as soon as practicable after and paragraph (h) of Rule 497 of the filing thereofSecurities Act. Company shall use reasonable best efforts to register or exempt The information included in such prospectus that was omitted from such registration statement at the Company Common Stock time it became effective but that is deemed to be issued part of such registration statement at the time it became effective pursuant to holders of Target Common Stock as Merger Consideration under Rule 430A(b) is herein called the state securities or “blue skyRule 430A Information.” Laws of all applicable jurisdictionsSuch registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to keep 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 state securities Laws or effectiveness and prior to the execution and delivery of this Agreement is herein called a “blue skyPreliminary Prospectus.” registrations or exemptions current and The final prospectus, in effect the form first furnished to the Underwriters for so long as use in connection with the offering of the Securities, is necessary to consummate herein called the transactions contemplated by “Prospectus.” For purposes of this Agreement. Company shall have primary responsibility for preparing and filing , all references to the Registration Statement, provided that Company shall afford Target and its legalany Preliminary Prospectus, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the 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, 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto willto 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 (“▇▇▇▇▇”). A Form N-54A Notification of Election to be Subject to Sections 55 through 65 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 54(a) of the Investment Company Act (File No. 814-01190) (the “Notification of Election”) was filed under the Investment Company Act with the Commission on March 3, 2016. The Company has entered into a First Amended and Restated Investment Advisory Agreement, dated as of February 27, 2019 (the date “Investment Management Agreement”), with Owl Rock Capital Advisors LLC, a Delaware limited liability company registered as an investment adviser (the same is first mailed “Adviser”) under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”). The Company has also entered into an Administration Agreement, dated as of March 1, 2016 (the “Administration Agreement”) with the Adviser. At or prior to the shareholders of Target or at Applicable Time (as defined below), the time of Company had prepared the Target MeetingPreliminary Prospectus, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made thereindated [●], in light of the circumstances under 2019, which they were made, not misleading, or (iii) any other document filed with any Governmental Entity in connection together with the transactions contemplated by this Agreement willinformation set forth on Schedule 2 hereto, at comprises the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law“General Disclosure Package”.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 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 Target Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictions333- 196619), 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 is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statementincluding a prospectus, provided that Company shall afford Target and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the 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 SECSecurities. Each Party, 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 EntitiesSuch registration statement, in each case pertaining or relating to the Registration Statement or any documents or materials related thereto. (b) The Parties shall cooperate form 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 which 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 became effective under the Securities Act, contain any untrue statement of a material fact or omit including the information, if any, deemed pursuant to state any material fact required Rule 430B under the Securities Act to be stated therein or necessary in order to make the statements made therein, in light part of the circumstances registration statement at the relevant time of effectiveness pursuant to Rule 430B (“Rule 430 Information”), is referred to herein as the “Registration Statement.” The prospectus forming a part of the Registration Statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Underwriting Agreement (the “Agreement”) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the preliminary prospectus supplement dated July 30, 2015 relating to the Securities, as filed pursuant to Rule 424(b) under which they were madethe Securities Act, not misleadingis hereinafter referred to as the “Preliminary Prospectus”; and the Base Prospectus, (iias supplemented by the final prospectus supplement relating the Securities, as filed pursuant to Rule 424(b) under the Proxy Securities Act, is hereinafter referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement/, the Base Prospectus, the 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 time of effectiveness of the Registration Statement or the date of the Base Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be, and any amendment reference to “amend,” “amendment” or supplement thereto will“supplement” with respect to the Registration Statement, the Base Prospectus, the 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 5:18 P.M., New York City time on the date hereof (the same is first mailed “Time of Sale”), the Company had prepared (a) the Preliminary Prospectus and (b) each “free writing prospectus” (as defined pursuant to Rule 405 under the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or Securities Act) listed on Annex A hereto (iii) any other document filed with any Governmental Entity in connection together with the transactions contemplated by this Agreement willPreliminary Prospectus, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions “Time of applicable LawSale Information”).

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-193549), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated March 24, 2015 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, on Form S-3 (File No. Each 333-230423), including a prospectus, to be used in connection with the public offering and sale of the Securities, which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and Target shall use reasonable best efforts the rules and regulations thereunder (the “Exchange Act”). Such registration statement, as it may have heretofore been amended, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration under the state securities or “blue skyRegistration Statement”; and as used herein, the term “Preliminary Prospectus” Laws of all applicable jurisdictions, means each prospectus included in such registration statement (and to keep any amendments thereto) at the time it became effective and the prospectus included in the Registration Statement at its most recent effective date that omits Rule 430 Information, and such state securities Laws the term “Prospectus” means the prospectus in the form first used (or “blue sky” registrations or exemptions current and made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in effect for so long as is necessary connection with confirmation of sales of the Securities. Any reference in this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. (b) The Parties 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 cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior 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 time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information supplied by it for inclusion or incorporation by reference in (i) collectively, the Registration Statement will“Time of Sale Information”), at the time the Registration Statement or any amendment or supplement thereto becomes effective a Preliminary Prospectus dated March 21, 2019, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light ) listed on Annex A hereto as constituting part of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders Time of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawSale Information.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), an “automatic shelf registration statement” as defined by Rule 405 of the Securities Act on Form S-3 (File No. Each of Company and Target shall use reasonable best efforts 333-238906), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 thereto dated December 1, 2020 relating to the Shares, and the term “Prospectus” means the Base Prospectus and 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 1, 2020 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-197922), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 October 8, 2014 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (athe “Commission”) As soon under the Securities Act of 1933, as reasonably practicable amended, and the rules and regulations of the Commission thereunder (and in any eventcollectively, within 60 days) after the “Securities Act”), a registration statement (File No. 333-110111), including a prospectus relating to the Common Stock (the “Basic Prospectus”). Such registration statement, as amended as of the date of this Agreement and, in the Parties will prepare and file event any post-effective amendment thereto becomes effective prior to the Closing Date (as defined in Section 2(b) hereof), is referred to herein as the “Registration Statement.” As used herein, the term “Preliminary Prospectus” means any preliminary prospectus supplement to the Basic Prospectus relating to the Shares, together with the SEC Basic Prospectus, and the Proxy Statement/term “Final Prospectus” means the final prospectus supplement to the Basic Prospectus and Company will prepare and file relating to the Shares in the form first used to confirm sales of the Shares, together with the SEC Basic Prospectus. If the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Final 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 Final 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 thereunderof the Commission thereunder (collectively, the “Exchange Act”) applicable theretothat are deemed to be incorporated by reference therein. Each of Company and Target Capitalized terms used but not defined herein 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 meanings given to register or exempt from registration the Company Common Stock to be issued to holders of Target 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 terms in effect for so long as 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 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, 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/Final 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333- 225397), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this Underwriting Agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated November 5, 2020, 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 supplemented by the information supplied by it for inclusion or incorporation by reference in (ilisted on Schedule 2(c) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawhereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-179601), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 under the state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 February 21, 2012, and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-231912), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 5, 2019 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333- 225397), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this Underwriting Agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated August 10, 2020, 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 supplemented by the information supplied by it for inclusion or incorporation by reference in (ilisted on Schedule 2(c) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawhereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement on Form S-3 (File No. Each of Company and Target shall use reasonable best efforts 333-203537), including a prospectus, relating to have the Registration Statement declared effective Shares. Such registration statement, at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any preliminary prospectus relating to the offering of Target Common Stock as Merger Consideration the Shares, including any preliminary prospectus supplement thereto relating to the Shares, any prospectus filed with the Commission pursuant to Rule 424(a) under the state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws the term “Prospectus” means the final prospectus and any final 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. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 June 2, 2015 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company 333-161948), including a prospectus, relating to the Shares and Target shall use reasonable best efforts Rights. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 September 16, 2009 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex C hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (athe “Commission”) As soon under the Securities Act of 1933, as reasonably practicable amended, and the rules and regulations of the Commission thereunder (the “Act”), a shelf registration statement (file number 333-258756) on Form S-3 and such registration statement has been declared effective as of the Effective Date (as defined below) under the Act by the Commission. Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the 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”), 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 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) of the Act is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the 462(b) Registration Statement. The base prospectus in any event, within 60 days) after the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the Parties will prepare “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and file with the SEC offering thereof, that omitted the Proxy Statement/Prospectus Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the SEC Commission a final prospectus supplement to the Registration Statement (Base Prospectus relating to the Securities and the offering thereof in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects accordance with the requirements provisions of Rule 430B and Rule 424(b) of the Exchange Act and Act. Such final prospectus supplement (including the Securities Act (and Base Prospectus as so supplemented) in the rules and regulations thereunderform filed with the Commission pursuant to Rule 424(b) applicable thereto. Each 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 Company and Target shall use reasonable best efforts to have the Registration Statement declared effective Form S-3 under the Securities Act as soon as practicable after of the filing thereofdate of such prospectus. Company “Effective Date” shall use reasonable best efforts to register or exempt from registration the Company Common Stock to be issued to holders of Target Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictions, mean each date 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 is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing time that the Registration Statement, provided that Company shall afford Target any post-effective amendment or amendments thereto and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (iany Rule 462(b) the Registration Statement before it is filed became or becomes effective (including each deemed effective date with respect to the SEC and (ii) Underwriters pursuant to Rule 430B or otherwise under the Act). For purposes of this Agreement, all amendments and supplements references to the Registration Statement and all responses to requests for additional information and replies to comments relating to Statement, the Rule 462(b) Registration Statement before Statement, the same are filed with or submitted to Base Prospectus, any Preliminary Prospectus, the SEC. Each Party, 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/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 will(“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, on the date Base Prospectus, any Preliminary Prospectus or the same 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 first mailed 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 shareholders Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of Target or at any document under the time Securities Exchange Act of 1934, as amended, and the Target Meetingrules and regulations thereunder (the “Exchange Act”), contain any untrue statement of a material fact or omit to state any material fact required and which is deemed to be stated incorporated by reference therein or necessary in order otherwise deemed by the Exchange Act to make the 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawbe a part thereof.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC U.S. Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-1 (File No. 333-161917) applicable theretoincluding a Preliminary Prospectus (as defined below), relating to the Securities. Each Such registration statement, as amended at the time it becomes effective, including all exhibits, financial schedules and all documents and information deemed to be part of Company and Target shall use reasonable best efforts to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 filed pursuant to Rule 424(b) under the Securities Act. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as is necessary Rule 462 Registration Statement. Any reference herein to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall afford Target be deemed to refer to and its legalinclude any documents incorporated by reference therein, financialand, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is any supplements or amendments thereto, filed with the SEC Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and (ii) all amendments and supplements prior to the Registration Statement and all responses termination of the offering of the Units by the Underwriter. Capitalized terms used but not defined herein shall have the meanings given 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, 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, such terms 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law.

Registration Statement. (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 The Company has filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as “Commission”) a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and registration statement under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunderthereunder (the “Rules and Regulations”), on Form S-3 (No. 333-188640) applicable (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, in such form. Each Other than a registration statement, if any, increasing the size of Company and Target shall use reasonable best efforts the offering (a “Rule 462(b) Registration Statement”) filed pursuant to have Rule 462(b) under the Securities Act, which will become effective upon filing, no other document with respect to the Initial Registration Statement declared has heretofore been filed with the Commission. The various parts of the Initial Registration Statement and the 462(b) Registration Statement, if any, including all exhibits thereto and including (i) the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) 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 as soon as practicable after with respect to 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 Target Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictionsUnderwriters, 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 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 Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to the documents incorporated by reference in the prospectus contained in the Initial Registration Statement and all responses to requests for additional information and replies to comments relating to at the time such part of the Initial Registration Statement before becomes effective, each as amended at the same are filed with or submitted to time such part of the SEC. Each Party, 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 Initial Registration Statement or any documents Rule 462(b) Registration Statement, if any, became 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 hereafter becomes effective under the Securities ActAct with respect to the Underwriters, contain are hereafter collectively referred to as the “Registration Statement.” Any reference to any untrue statement of a material fact or omit amendment to state the Registration Statement shall be deemed to refer to and include any material fact required to be stated therein or necessary in order to make the statements made therein, in light annual report of the circumstances under which they were made, not misleading, (iiCompany filed pursuant to Section 13(a) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time 15(d) of the Target MeetingSecurities Exchange Act of 1934, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make as amended (the statements made therein“Exchange Act”), in light after the effective date of the circumstances under which they were madeInitial Registration Statement that is incorporated by reference therein. No stop order suspending the effectiveness of the Initial Registration Statement, not misleadingany post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or (iii) any other document filed with any Governmental Entity in connection with threatened by the transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawCommission.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), an automatically effective shelf registration statement on Form S‑3ASR (File No. Each of Company and Target shall use reasonable best efforts 333‑212916), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws the term “Prospectus” means the prospectus in the form first used (or “blue sky” registrations or exemptions current and made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in effect for so long as is necessary connection with confirmation of sales of the Underwritten Shares. Any reference in this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S‑3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (athe “Commission”) As soon under the Securities Act of 1933, as reasonably practicable amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement 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 under Rule 462(e) under the Securities Act. 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 any eventconnection with the offering of the Shares, within 60 days) 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 the date execution and delivery of this Agreement Agreement, the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file a final prospectus relating to the Shares in accordance with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements provisions of the Exchange Act and Rule 424(b) under the Securities Act (and “Rule 424(b)”). The final prospectus, in the rules and regulations thereunder) applicable thereto. Each form first furnished or made available to the Underwriters for use in connection with the offering of Company and Target shall use reasonable best efforts to have the Registration Statement declared effective under Shares, including the Securities Act as soon as practicable after the filing thereof. Company shall use reasonable best efforts to register documents incorporated or exempt from registration the Company Common Stock deemed to be issued to holders of Target 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 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 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, 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 incorporated by reference in (i) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective therein pursuant to Item 12 of Form S-3 under the Securities Act, contain are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make preliminary prospectus, the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto willto any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, on Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). Capitalized terms used but not defined herein shall have the date meanings given to such terms in the same is first mailed Registration Statement and the Prospectus. At or prior to the shareholders of Target or at Applicable Time (as defined below), the time of Company had prepared the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or following information (iii) any other document filed with any Governmental Entity in connection collectively with the transactions contemplated by this Agreement willpricing information set forth on Annex A, at the time such document is filed“Pricing Disclosure Package”): a Preliminary Prospectus dated December 6, fail 2016 and each “free-writing prospectus” (as defined pursuant to comply as to form, in all material respects, with Rule 405 under the provisions of applicable LawSecurities Act) listed on Annex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3ASR (File No. Each of Company and Target shall use reasonable best efforts 333-207839), including a prospectus, relating to have the Registration Statement declared effective Shares. Such registration statement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) relating to the Shares, any prospectus filed with the Commission pursuant to Rule 424(a) under the state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 August 6, 2018 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3, as amended by Post-Effective Amendment No. Each of Company and Target shall use reasonable best efforts 1 on August 1, 2019 (File No. 333-226675), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior 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 time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information supplied by it for inclusion or incorporation by reference in (i) collectively, the Registration Statement will“Time of Sale Information”): a Preliminary Prospectus dated February 19, at the time the Registration Statement or any amendment or supplement thereto becomes effective 2020, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light ) listed on Annex A hereto as constituting part of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders Time of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawSale Information.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-168617) applicable theretoincluding a prospectus, relating to the Securities. Each of Company and Target shall use reasonable best efforts Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior 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 time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information supplied by it for inclusion or incorporation by reference in (i) collectively, the Registration Statement will“Time of Sale Information”): a Preliminary Prospectus dated February 28, at the time the Registration Statement or any amendment or supplement thereto becomes effective 2013, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (athe “Commission”) As soon under the Securities Act of 1933, as reasonably practicable amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement on Form S-3 (File No. 333-216178), covering the public offering and sale of certain securities, including the Shares, which automatic shelf registration statement became effective under Rule 462(e) under the Securities Act. 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 any eventconnection with the offering of the Shares, within 60 days) 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 the date execution and delivery of this Agreement Agreement, the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file a final prospectus relating to the Shares in accordance with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements provisions of the Exchange Act and Rule 424(b) under the Securities Act (and “Rule 424(b)”). The final prospectus, in the rules and regulations thereunder) applicable thereto. Each form first furnished or made available to the Underwriters for use in connection with the offering of Company and Target shall use reasonable best efforts to have the Registration Statement declared effective under Shares, including the Securities Act as soon as practicable after the filing thereof. Company shall use reasonable best efforts to register documents incorporated or exempt from registration the Company Common Stock deemed to be issued to holders of Target 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 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 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, 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 incorporated by reference in (i) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective therein pursuant to Item 12 of Form S-3 under the Securities Act, contain are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make preliminary prospectus, the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto willto any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, on Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). Capitalized terms used but not defined herein shall have the date meanings given to such terms in the same is first mailed Registration Statement and the Prospectus. At or prior to the shareholders of Target or at Applicable Time (as defined below), the time of Company had prepared the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or following information (iii) any other document filed with any Governmental Entity in connection collectively with the transactions contemplated by this Agreement willpricing information set forth on Annex A, at the time such document is filed“Pricing Disclosure Package”): a Preliminary Prospectus dated June 26, fail 2017 and each “free-writing prospectus” (as defined pursuant to comply as to form, in all material respects, with Rule 405 under the provisions of applicable LawSecurities Act) listed on Annex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-221792), including a prospectus (the “Base Prospectus”), relating to have the Registration Statement declared effective Shares. Such registration statement, 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 soon as practicable after the filing thereof“Registration Statement”. Company shall use reasonable best efforts The term “Preliminary Prospectus” means the Base Prospectus and any preliminary prospectus supplement used or filed with the Commission pursuant to register or exempt from registration Rule 424(b), in the form provided to the Underwriters by the Company Common Stock for use in connection with the offering of the Shares. The term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to be issued to holders of Target Common Stock as Merger Consideration Rule 173 under the state securities or Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “blue skyRule 462 Registration Statement”), then any reference herein to the term “Registration Statement” Laws of all applicable jurisdictions, and shall be deemed to keep the include such Rule 462 Registration Statement and such state securities Laws or Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude any exhibits or documents incorporated by reference therein, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 the date of such Preliminary Prospectus or materials related thereto. (b) The Parties the Prospectus, as the case may be. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide to defined below), the other Party any Company had prepared the following information of or relating to such Party or its Subsidiaries as (collectively with the other Party reasonably requests for inclusion in pricing information set forth on Annex A, the Registration Statement or the Proxy Statement/Prospectus. Each Party covenants that none of “Pricing Disclosure Package”): a Preliminary Prospectus dated June 13, 2018, and 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, set forth on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (athe “Commission”) As soon under the Securities Act of 1933, as reasonably practicable amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement on Form S-3 (File No. 333-216178), covering the public offering and sale of certain securities, including the Shares, which automatic shelf registration statement became effective under Rule 462(e) under the Securities Act. 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 any eventconnection with the offering of the Shares, within 60 days) 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 the date execution and delivery of this Agreement Agreement, the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file a final prospectus relating to the Shares in accordance with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements provisions of the Exchange Act and Rule 424(b) under the Securities Act (and “Rule 424(b)”). The final prospectus, in the rules and regulations thereunder) applicable thereto. Each form first furnished or made available to the Underwriters for use in connection with the offering of Company and Target shall use reasonable best efforts to have the Registration Statement declared effective under Shares, including the Securities Act as soon as practicable after the filing thereof. Company shall use reasonable best efforts to register documents incorporated or exempt from registration the Company Common Stock deemed to be issued to holders of Target 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 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 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, 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 incorporated by reference in (i) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective therein pursuant to Item 12 of Form S-3 under the Securities Act, contain are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make preliminary prospectus, the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto willto any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, on Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). Capitalized terms used but not defined herein shall have the date meanings given to such terms in the same is first mailed Registration Statement and the Prospectus. At or prior to the shareholders of Target or at Applicable Time (as defined below), the time of Company had prepared the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or following information (iii) any other document filed with any Governmental Entity in connection collectively with the transactions contemplated by this Agreement willpricing information set forth on Annex A, at the time such document is filed“Pricing Disclosure Package”): a Preliminary Prospectus dated July 23, fail 2018 and each “free-writing prospectus” (as defined pursuant to comply as to form, in all material respects, with Rule 405 under the provisions of applicable LawSecurities Act) listed on Annex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-214411), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 January 23, 2018 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-193549), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated June 4, 2014 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (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 The Company has filed with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC Commission the Registration Statement (in which Statement, including any related Preliminary Prospectus, Prospectus or Prospectuses, for the Proxy Statement/Prospectus will be included as a prospectus)registration of the Closing Shares under the Securities Act, which in each case shall comply Registration Statement has been prepared by the Company in all material respects in conformity with the requirements of the 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 Commission under the Securities Act. The Registration Statement has been declared effective by the Commission on [ ], 2021 (the “Effective Date”). The registration of the Common Stock under the Exchange Act as soon as practicable after has been declared effective by the filing thereofCommission on the date hereof. The Company shall use reasonable best efforts has advised the Representative of all further information (financial and other) with respect to register or exempt from registration the Company Common Stock required to be issued to holders of Target Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictions, and to keep set forth therein in the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and Prospectus. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company the Preliminary Prospectus and the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein and any reference in this Agreement to the terms “amend”, financial“amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and accounting advisors a reasonable opportunity to review and provide comments on include: (i) the Registration Statement before it 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 filed with the SEC incorporated therein by reference, 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 SECany such document so filed. Each Party, 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, All references 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 financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the shareholders Registration Statement, the Preliminary Prospectus and the Prospectus (and all other references of Target for approval as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide 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 other Party any information of Registration Statement, the Preliminary Prospectus or relating to such Party or its Subsidiaries the Prospectus, as the other Party reasonably requests for inclusion in case may be. No stop order suspending the effectiveness of the Registration Statement or the Proxy Statement/Prospectus. Each Party covenants that none use of the information supplied by it Prospectus has been issued, and no proceeding for inclusion any such purpose is pending or incorporation by reference in (i) the Registration Statement willhas been initiated or, at the time the Registration Statement or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at Company’s knowledge, is threatened by the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawCommission.

Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (athe “Commission”) As soon under the Securities Act of 1933, as reasonably practicable amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-223905), 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 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any eventreference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. Pursuant to the Securities Act (Ontario) and the rules, within 60 daysregulations and national, multilateral or local instruments and published policy statements applicable in Ontario, including the rules and procedures established pursuant to National Instrument 41-101 – General Prospectus Requirements (“Ontario Securities Laws”), the Company (i) after has prepared and filed with the date of this Agreement Ontario Securities Commission (the Parties “OSC”) a preliminary non-offering prospectus (the “Canadian Preliminary Non-Offering Prospectus”) and (ii) will prepare and file with the SEC OSC a final non-offering prospectus (the Proxy Statement/Prospectus and Company will prepare and file “Canadian Final Non-Offering Prospectus” and, together with the SEC Canadian Preliminary Prospectus, the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus“Canadian Non-Offering Prospectus”), to become a reporting issuer in Ontario under Ontario Securities Laws, each of which in each case shall comply include the Preliminary Prospectus or the Prospectus, as applicable; and the Preliminary Canadian Non-Offering Prospectus, at the time of filing thereof, complied, and the Final Canadian Non-Offering Prospectus, at the time of filing thereof, will comply, in all material respects with with, or will be exempt from, in certain respects, the applicable requirements of the Exchange Act and Ontario Securities Laws. At or prior to the Securities Act Applicable Time (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 defined below), the Company Common Stock to be issued to holders of Target Common Stock as Merger Consideration under had prepared 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 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 following information (i) the Registration Statement before it is filed collectively with the SEC pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated April [12], 2018 and each “free-writing prospectus” (ii) all amendments and supplements as defined pursuant 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, 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-187816), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws the term “Prospectus” means the prospectus in the form first used (or “blue sky” registrations or exemptions current and made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in effect for so long as is necessary connection with confirmation of sales of the Shares. Any reference in this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financialas of the effective date of the Registration Statement, the date of such Preliminary Prospectus or the Prospectus, as the case may be, and accounting advisors a reasonable opportunity any reference to review and provide comments on (i) the Registration Statement before it is filed “amend”, “amendment” or “supplement” with the SEC and (ii) all amendments and supplements respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and all responses to requests for additional information and replies to comments relating to include any documents filed after such date under the Registration Statement before the same are filed with or submitted to the SEC. Each PartySecurities Exchange Act of 1934, to the extent permitted by applicable Law, shall deliver to the other Party copies of all material filings, correspondence, ordersas amended, and documents withthe rules and regulations of the Commission thereunder (collectively, tothe “Exchange Act”), or from Governmental Entities, and that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall promptly relay have the meanings given to the other Party the substance of any material oral communications with, to, or from Governmental Entities, such terms 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 Prospectus. At or prior to the shareholders Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Item (b) of Target for approval Schedule C hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated April 9, 2013 and each “free-writing prospectus” (as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement ) listed on Item (a) of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawSchedule C hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC United States Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form F-1 (File No. Each of Company and Target shall use reasonable best efforts 333-283712), including a prospectus, relating to have the Registration Statement declared effective Ordinary Shares represented by the ADSs. 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 Offered Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this AgreementRule 462 Registration Statement. Company Capitalized terms used but not defined herein 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 meanings given to review and provide comments on (i) the 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, 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, such terms 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 Prospectus. The Company has also filed with the purpose of submitting this Agreement Commission a registration statement on Form F-6 (File No. 333-_________) relating to the shareholders of Target for approval as soon as reasonably practicableADSs. Each Party will as promptly as reasonably practicable provide The registration statement relating to the other Party any information of or relating to such Party or its Subsidiaries ADSs, 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, amended at the time it becomes effective, is hereinafter referred to as the “ADS Registration Statement Statement.” In addition, the Company has filed, in accordance with Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form 8-A (File No. _________) to register the Ordinary Shares and the ADSs (the “Form 8-A Registration Statement”). At or any amendment or supplement thereto becomes effective 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 _____________, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (athe “Commission”) As soon under the U.S. Securities Act of 1933, as reasonably practicable amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement, including a base prospectus relating to the Securities (the “Base Prospectus”) on Form F-3 (File No. 333-226006), and in any event, within 60 days) after such amendments to such registration statement as may have been required to the date of this Agreement Agreement. Such registration statement has been declared effective by the Parties will prepare Commission. Each part of such registration statement, including the amendments, exhibits and file with any schedules thereto, the SEC documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Proxy Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) as of the time such registration statement became effective, is herein called the “Registration Statement/.” The term Registration Statement shall also include, from and after the date and time of any such filing by the Company of any registration statement filed pursuant to Rule 462(b) under the Securities Act (the “Rule 462(b) Registration Statement”). 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 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 SEC Commission a final prospectus supplement to the Registration Statement Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) under the Securities Act. Such final supplemental form of prospectus (in which including the Proxy Statement/Base Prospectus will be included as a prospectusso supplemented), which in each case shall comply in all material respects the form filed with the requirements 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 6 of the 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 Form F-3 under the Securities Act as soon as practicable after of the filing thereofdate of such prospectus. Company shall use reasonable best efforts to register or exempt from registration the Company Common Stock to be issued to holders For purposes of Target 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 is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing , all references to the Registration Statement, provided that Company shall afford Target and its legalthe Rule 462(b) Registration Statement, financialthe Base Prospectus, and accounting advisors a reasonable opportunity to review and provide comments on (i) any Preliminary Prospectus, the 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, 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/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 will(“▇▇▇▇▇”). 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 are incorporated by reference in or otherwise deemed by the Securities 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 U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference or otherwise deemed by the Securities Act to be a part thereof. The Company previously filed with the Commission a registration statement on Form F-6 (File No. 333-196734) which covers the registration of the ADSs under the Securities Act. The registration statement relating to the ADSs, as amended at the time it became effective, is hereinafter referred to as the “ADS Registration Statement.” At or prior to 8:00P.M., New York City time, on July 23, 2018, or such other time as agreed by the date Company and the same is first mailed to Representative (the shareholders of Target or “Applicable Time”), the Company will have prepared the following information (collectively with the pricing information set forth in Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated July 18, 2018, contained in the Registration Statement at the time of its effectiveness (“Statutory Prospectus”) and each “free writing prospectus” (as defined pursuant to Rule 405 under the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, or (iiiSecurities Act) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawlisted on Annex B hereto.

Registration Statement. (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 The Company has filed with the SEC Securities and Exchange Commission (herein called the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement Commission) a registration statement on Form S-1 (in which the Proxy Statement/Prospectus will be included as a prospectusNo. 33-75353), which in including the related preliminary prospectus, for the registration under the Securities Act of 1933, as amended (herein called the Securities Act) of the Stock. Copies of such registration statement and of each case shall comply in all material respects with amendment thereto, if any, including the related preliminary prospectus (meeting the requirements of the Exchange Act and the Securities Act (and Rule 430A of the rules and regulations thereunderof the Commission) applicable theretoheretofore filed by the Company with the Commission have been delivered to you. Each The term Registration Statement as used in this agreement shall mean such registration statement, including all exhibits and financial statements, all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, in the form in which it became effective, and any registration statement filed pursuant to Rule 462(b) of Company the rules and Target regulations of the Commission with respect to the Stock (herein called a Rule 462(b) registration statement), and, in the event of any amendment thereto after the effective date of such registration statement (herein called the Effective Date), shall use reasonable best efforts also mean (from and after the effectiveness of such amendment) such registration statement as so amended (including any Rule 462(b) registration statement). The term Prospectus as used in this Agreement shall mean the prospectus relating to have the Stock first filed with the Commission pursuant to Rule 424(b) and Rule 430A (or if no such filing is required, as included in the Registration Statement declared effective under Statement) and, in the Securities Act as soon as practicable event of any supplement or amendment to such prospectus after the Effective Date, shall also mean (from and 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 Target 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 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 Registration Statement before it is filed with the SEC and (iiCommission of such supplement or the effectiveness of such amendment) all amendments and supplements such prospectus as so supplemented or amended. The term Preliminary Prospectus as used in this Agreement shall mean each preliminary prospectus included in such registration statement prior to the 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, 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 theretotime it becomes effective. (b1) Plus an option to purchase from the Company up to ___________additional shares to cover over-allotments. 2 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 has been declared effective under the Securities Act, contain any untrue statement and no post-effective amendment to the Registration Statement has been filed as of a material fact or omit to state any material fact required the date of this Agreement. The Company has caused to be stated therein or necessary in order delivered to make the statements made therein, in light you copies of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/each Preliminary Prospectus or any amendment or supplement thereto will, on the date the same is first mailed and has consented to the shareholders use of Target or at such copies for the time of purposes permitted by the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawSecurities Act.

Registration Statement. (a) As soon as reasonably practicable (The Company prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company 333-211901), including a Base Prospectus, relating to the Securities, the Issuable Common Stock (as defined below), the Purchase Contracts and Target shall use reasonable best efforts the Amortizing Notes. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Disclosure Package”): a Preliminary Prospectus dated June 7, 2016 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. Each of Company and Target shall use reasonable best efforts 333-233075), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration under the state securities or “blue skyRegistration Statement”; and as used herein, the term “Preliminary Prospectus” Laws of all applicable jurisdictions, and to keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and means each prospectus included in effect for so long as 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 any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the prospectus included in the Registration Statement before it is 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 with an abbreviated registration statement pursuant to Rule 462(b) under the SEC and Securities Act (ii) all amendments and supplements the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and all responses include the documents incorporated by reference therein pursuant to requests for additional information and replies to comments relating to Item 12 of Form S-3 under the Registration Statement before Securities Act, as of the same are filed with or submitted to the SEC. Each Party, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 At or prior to 2:12 P.M., New York City time, on December 4, 2019, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information supplied by it for inclusion or incorporation by reference in (i) collectively, the Registration Statement will“Time of Sale Information”): a Preliminary Prospectus dated December 4, at the time the Registration Statement or any amendment or supplement thereto becomes effective 2019, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light ) listed on Annex B hereto as constituting part of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders Time of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawSale Information.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-220607), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 September 25, 2017 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement (File No. Each 333-258567), including a base prospectus (the “Base Prospectus”), relating to certain securities of Company and Target shall use reasonable best efforts the Company, including the Shares. Such registration statement, as amended as of the date of this Agreement, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any preliminary prospectus supplement filed with the Commission pursuant to Rule 424(a) under the state securities or “blue sky” Laws of all applicable jurisdictionsSecurities Act together with the Base Prospectus, and the term “Prospectus” means the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to keep Rule 173 under the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and Securities Act) in effect for so long as is necessary connection with confirmation of sales of the Shares together with the Base Prospectus. Any reference in this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 September 7, 2021 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-256654), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws 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 (the “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Rule 462 Registration Statement”), provided that Company then any reference herein to the term “Registration Statement” shall afford Target and its legal, financial, and accounting advisors a reasonable opportunity be deemed to review and provide comments include such Rule 462 Registration Statement. A registration statement on Form F-6 (ifile number [●]) relating to the Registration Statement before it is ADSs has been filed with the SEC and Commission, including, if applicable, one or more amendments thereto (ii) all amendments and supplements “ADR Registration Statement”). Capitalized terms used but not defined herein shall have the meanings given 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, 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, such terms 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 Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 [●], 2021 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company and in any event, within 60 days) after the date of this Agreement the Parties will prepare Subsidiary Guarantors have prepared and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”, and including the rules and regulations of the Commission under the Exchange Act (as defined below), the “Rules and Regulations”), a registration statement on Form S-3 (File No. Each of 333-199110), including a prospectus, relating to debt securities, including the Securities, to be issued from time to time by the Company and Target shall use reasonable best efforts the Subsidiary Guarantors. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration the “Registration Statement”; and 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws 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. Any reference in this Underwriting Agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus. At or prior to 3:45 p.m. (New York City time) on the date hereof, 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 for the purpose of submitting this Agreement dated October 1, 2014 relating to the shareholders of Target for approval as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide debt securities to be issued from time to time by the Company pursuant to the other Party any information of or Registration Statement; a Preliminary Prospectus Supplement dated November 17, 2014, relating to such Party or its Subsidiaries the Securities, and each “free-writing prospectus” (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 defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light ) listed on Annex A hereto as constituting part of the circumstances under which they were madeTime of Sale Information. Pursuant to an agreement and plan of merger dated July 15, not misleading2014 (together with the schedules and exhibits thereto, the “Merger Agreement”) among the Company, Rockwood Holdings, Inc., a Delaware corporation (ii) “Rockwood”), and Holdings, Holdings is expected to merge with and into Rockwood (the Proxy Statement/Prospectus or any amendment or supplement thereto will“Merger”), on with Rockwood surviving the date the same is first mailed to the shareholders of Target or at the time Merger as a wholly-owned subsidiary of the Target MeetingCompany. This Agreement, contain any untrue statement of a material fact or omit the Indenture and the Securities are collectively referred to state any material fact required to be stated therein or necessary in order to make herein as the statements made therein“Transaction Documents”. The Merger and the execution of, in light of the circumstances under which they were madeand consummation of, not misleading, or (iii) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to formTransaction Documents, in all material respectseach case as described in the Time of Sale Information, with are collectively referred to herein as the provisions of applicable Law“Transactions”.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-208625), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 February 7, 2017 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-166300), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-158635), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. Each of Company and Target shall use reasonable best efforts 333-242321), including a prospectus, relating to have the Registration Statement declared effective Securities. Such registration statement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 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 supplied by it for inclusion or incorporation by reference in (i) collectively, the Registration Statement will“Time of Sale Information”): a Preliminary Prospectus dated September 23, at the time the Registration Statement or any amendment or supplement thereto becomes effective 2020, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light ) listed on Annex A hereto as constituting part of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders Time of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawSale Information.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-159614), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 September 22, 2009 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-184565), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this Underwriting Agreement (the “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 24, 2012 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. An automatic shelf registration statement on Form S-3 (aFile No. 33-204450) As soon as reasonably practicable relating to the Common Shares has (and i) been prepared by the Company in any eventconformity, within 60 days) after the date of this Agreement the Parties will prepare and file in all material respects, with the SEC requirements of the Proxy Statement/Prospectus Securities Act, and Company will prepare the rules and file regulations of the Commission thereunder; (ii) been filed with the SEC Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to the Co-Lead Underwriters as Co-Lead Underwriters of the Underwriters. 6.1.1.1 The Company was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Common Shares, is not on the date hereof and will not be on the applicable delivery date, an “ineligible issuer” (as defined in which Rule 405 under the Proxy Statement/Prospectus will be included as a prospectusSecurities Act), which in each case shall comply . 6.1.1.2 The Registration Statement in all material respects conformed and will conform on the Effective Date and on the applicable delivery date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the rules and regulations thereunder. The U.S. Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Securities Act and on the applicable delivery date to the requirements of the Securities Act and the rules and regulations thereunder. The documents incorporated by reference in the U.S. Prospectus conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act and or the Securities Act (Act, as applicable, and the rules and regulations of the Commission thereunder) applicable thereto. Each of Company and Target shall use reasonable best efforts to have the . 6.1.1.3 The Registration Statement declared effective under the Securities Act did not, 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 Target 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 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 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, 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 under the Securities ActEffective Date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Co-Lead Underwriters by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 9.10. 6.1.1.4 The U.S. Prospectus will not, as of its date or as of the applicable delivery date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) ; provided that no representation or warranty is made as to information contained in or omitted from the Proxy Statement/U.S. Prospectus or any amendment or supplement thereto will, on the date the same is first mailed in reliance upon and in conformity with written information furnished to the shareholders Company through the Co-Lead Underwriters by or on behalf of Target or at the time any Underwriter specifically for inclusion therein, which information is specified in Section 9.10. 6.1.1.5 The Pricing Disclosure Package did not, as of the Target MeetingApplicable Time, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, ; provided that no representation or (iii) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document warranty is filed, fail to comply made as to forminformation contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company through the Co-Lead Underwriters by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in all material respects, with the provisions of applicable LawSection 9.10.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. Each of Company and Target shall use reasonable best efforts 333-226705), relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictions, and to keep Registration Statement”. A base prospectus was included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information which, as supplemented from time to time, will be used in connection with offerings of securities, including the Securities (the “Base Prospectus”). As used herein, the term “Preliminary Prospectus” means each preliminary prospectus supplement specifically relating to the Securities, together with the Base Prospectus (and any amendments thereto) filed pursuant to Rule 424(b), and any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act, and the term “Prospectus” means the prospectus supplement, together with the Base 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 (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 At or prior to 3:45 p.m. on August 11, 2020, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information supplied by it for inclusion or incorporation by reference in (i) collectively, the Registration Statement will“Time of Sale Information”): a Preliminary Prospectus dated August 11, at the time the Registration Statement or any amendment or supplement thereto becomes effective 2020, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex C hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-188692), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 the date of such Preliminary Prospectus or materials related thereto. (b) The Parties the Prospectus, as the case may be. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex D, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 28, 2013 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex D hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-164035), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 May 18, 2011 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-114628) applicable theretoincluding a prospectus, relating to the Shares and Rights. Each of Company and Target shall use reasonable best efforts Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430A Information, and the term “Prospectus” means the prospectus in the form first used to confirm sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Law.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-157644) applicable theretoincluding a prospectus, relating to the Shares. Each of Company and Target shall use reasonable best efforts Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or “blue sky” registrations or exemptions current and Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders time when sales of Target for approval 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 April 22, 2009, as soon as reasonably practicable. Each Party will as promptly as reasonably practicable provide supplemented by a preliminary prospectus supplement dated May 5, 2009 relating to the other Party any information of or relating Shares, and each “free-writing prospectus” (as defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (File No. 333-189794), including a base prospectus (the “Base 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”. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) applicable theretounder the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Each Any reference in this Agreement 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 Company and Target shall use reasonable best efforts to have Form S-3 under the Securities Act, as of the effective date of the Registration Statement declared effective 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 in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as soon as practicable after of the filing thereof. Company date of such prospectus, and, in the case of any reference herein to the Prospectus, also shall use reasonable best efforts be deemed to register or exempt from registration the Company Common Stock to be issued to holders of Target Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictionsinclude any documents incorporated by reference therein, and to keep the Registration Statement and such state securities Laws any supplements or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statementamendments thereto, provided that Company shall afford Target and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to Commission after 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, to the extent permitted by applicable Law, shall deliver to the other Party copies date 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 filing of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement pursuant 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 (iRule 424(b) the Registration Statement will, at the time the Registration Statement or any amendment or supplement thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit and prior to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light termination of the circumstances under which they were madeoffering of the Units by the Placement Agent. (d) For purposes of this Agreement, not misleadingall references to the Registration Statement, (iiany 462(b) Registration Statement, any Preliminary Prospectus, the Proxy Statement/Prospectus or any amendment or supplement thereto willto any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, on Analysis and Retrieval system (“▇▇▇▇▇”). 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 date Registration Statement, any Preliminary Prospectus or the same is first mailed 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 shareholders execution and delivery of Target this Agreement; and all references in this Agreement to amendments or at supplements to the time Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Target Meeting, contain any untrue statement of a material fact Exchange Act incorporated or omit to state any material fact required deemed to be stated therein incorporated by reference in the Registration Statement, such Preliminary Prospectus or necessary in order to make the statements made thereinProspectus, in light of as the circumstances under which they were made, not misleading, or (iii) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement willcase may be, at or after the time such document is filed, fail to comply as to form, in all material respects, with the provisions execution and delivery of applicable Lawthis Agreement.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333- 225397), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this Underwriting Agreement (the “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon defined below), the Company had prepared the following information (collectively, with the pricing information set forth on Annex D, the “Pricing Disclosure Package”): a Preliminary Prospectus dated June 11, 2018 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex C hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included “Commission”) an “automatic shelf registration statement” as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and defined under Rule 405 under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the “Securities Act”), on Form S-3 (File No. 333-253532) applicable theretocovering the 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. Each of Company Such registration statement and Target shall use reasonable best efforts the prospectus constituting a part thereof (including in each case the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430B 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 part of the registration statement at the time of effectiveness (the “Rule 430 Information”)), is referred to holders of Target Common Stock herein 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 is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement”; and as used herein, provided that Company shall afford Target and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the 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 term “Preliminary Prospectus” means any prospectus relating to the Registration Statement before the same are (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 the form first used (or submitted made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Notes. Any reference in this agreement (this “Agreement”) to the SEC. Each PartyRegistration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the extent permitted documents incorporated by applicable Lawreference therein pursuant to Item 12 of Form S-3 under the Securities Act, shall deliver to as of the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (b) The Parties collectively, the “Exchange Act”), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 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 (the “Time of Sale”), the Company had prepared the following information supplied by it for inclusion or incorporation by reference in (i) collectively, the Registration Statement will“Time of Sale Prospectus”): the Preliminary Prospectus dated December 4, at the time the Registration Statement or any amendment or supplement thereto becomes effective 2023, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunderof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-169341) applicable theretoincluding a prospectus, relating to the Securities, the Underlying Securities and Rights. Each of Company and Target shall use reasonable best efforts Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws the term “Prospectus” means the prospectus in the form first used (or “blue sky” registrations or exemptions current and made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in effect for so long as is necessary connection with confirmation of sales of the Securities. Any reference in this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior 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 time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information supplied by it for inclusion or incorporation by reference in (i) collectively, the Registration Statement will“Time of Sale Information”): the Preliminary Prospectus dated December 3, at the time the Registration Statement or any amendment or supplement thereto becomes effective 2012, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. Each 333-225219), including a base prospectus, relating to the Securities. Such registration statement, as amended as of Company and Target shall use reasonable best efforts the date hereof, including the information, if any, deemed pursuant to have the Registration Statement declared effective Rule 430A, 430B or 430C 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 part of the registration statement (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any prospectus filed with the Commission pursuant to Rule 424(b) under the state securities or “blue sky” Laws Securities Act relating to the offering of all applicable jurisdictions, the Securities and to keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and base prospectus included in effect for so long as 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 the term “Prospectus” means the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to review and provide comments on Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this agreement (ithis “Agreement”) the Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and all responses include the documents incorporated by reference therein pursuant to requests for additional information and replies to comments relating to Item 12 of Form S-3 under the Registration Statement before Securities Act, as of the same are filed with or submitted to the SEC. Each Party, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 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 supplied by it for inclusion or incorporation by reference in (collectively, the “Time of Sale Information”): (i) the Registration Statement willPreliminary Prospectus, at the time the Registration Statement or any amendment or supplement thereto becomes effective dated as of March 4, 2020, and (ii) each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit ) listed on Annex A hereto. The Company intends to state any material fact required to be stated therein or necessary in order to make use the statements made therein, in light proceeds of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time offering of the Target Meeting, contain any untrue statement of Securities to repay a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light portion of the circumstances borrowings outstanding under which they were made, not misleading, or (iii) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable Lawits credit agreement and for general corporate purposes.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. Each of Company and Target shall use reasonable best efforts 333-239175), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration under the state securities or “blue skyRegistration Statement”; and as used herein, the term “Preliminary Prospectus” Laws of all applicable jurisdictions, and to keep 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 state securities Laws 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 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 pursuant to Rule 462(b) under the Securities Act (the “blue skyRule 462 Registration Statement”), then any reference herein to the term “Registration Statement” registrations or exemptions current and shall be deemed to include such Rule 462 Registration Statement. Any reference in effect for so long as is necessary this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms 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 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 supplied by it for inclusion or incorporation by reference in (i) collectively, with the Registration Statement willpricing information set forth on Annex A hereto, at the time the Registration Statement or any amendment or supplement thereto becomes effective “Time of Sale Information”): a Preliminary Prospectus dated June 15, 2020, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-182953), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and such state securities Laws the term “Prospectus” means the prospectus in the form first used (or “blue sky” registrations or exemptions current and made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in effect for so long as is necessary connection with confirmation of sales of the Shares. Any reference in this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 July 31, 2012 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-167503), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 June 14, 2010 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. Each of Company and Target shall use reasonable best efforts 333-161809), including a prospectus, relating to have the Registration Statement declared effective Securities. Such registration statement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the prospectus dated September 9, 2009 included in such registration statement that omits Rule 430 Information and the preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) filed with the Commission pursuant to Rule 424(b) under the state securities or “blue sky” Laws of all applicable jurisdictionsSecurities Act on May 18, 2011, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to keep Rule 173 under the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and Securities Act) in effect for so long as is necessary connection with confirmation of sales of the Securities. Any reference in this Agreement to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior 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 time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information supplied by it for inclusion or incorporation by reference in (i) collectively, the Registration Statement will, at “Time of Sale Information”): the time the Registration Statement or any amendment or supplement thereto becomes effective Preliminary Prospectus and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex B hereto.

Registration Statement. (a) As soon as reasonably practicable (and in 3.1.1 In the case of any eventRegistration Statement requested pursuant to Section 2, within 60 days) after the date of this Agreement the Parties will prepare and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC the such Registration Statement within thirty (in which 30) days after receipt of a request from a Stockholder (the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act “Filing Deadline”) and the Securities Act (and the rules and regulations thereunder) applicable thereto. Each of Company and Target shall use undertake reasonable best efforts to have the such Registration Statement declared effective no later than ninety (90) days thereafter (the “Effectiveness Deadline”); provided, that, during any periods that the Company is unable to meet its obligations hereunder with respect to a Demand Registration Statement because any Holder fails to comply with its obligations under Section 2.2, all 4 obligations of the Company hereunder, the performance of which depends upon such Holder complying with its obligations set forth in Section 2.2 shall be suspended, and all related time periods shall be tolled until such Holder complies with such obligations. 3.1.2 The Company shall undertake reasonable best efforts to file the Registration Statement on Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Shares hereunder, the Company shall undertake reasonable best efforts to (i) register the resale of the Registrable Shares on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Shares on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. 3.1.3 By 9:30 a.m. New York time on the Business Day following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 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 final prospectus to be issued used in connection with sales pursuant to holders of Target Common Stock such Registration Statement. The Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Agreement (“Legal Counsel”), which shall be S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP or such other counsel as Merger Consideration thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations 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 is necessary to consummate the transactions contemplated by this Agreement. The Company shall have primary responsibility also reimburse the Stockholders for preparing the fees and disbursements of Legal Counsel in connection with registration, filing the or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $20,000 for each such Registration Statement, provided that . 3.1.4 The Company shall afford Target (A) permit the Holders and its legal, financial, and accounting advisors a reasonable opportunity Legal Counsel to review and provide comments on comment upon (i) the a Registration Statement before it is filed at least three (3) Business Days prior to its filing with the SEC Commission and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable time prior to their filing with the Commission, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which a Holder or Legal Counsel reasonably objects; provided, that, during any periods that the Company is unable to meet its obligations hereunder with respect to the registration of Registrable Securities because any Holder or Legal Counsel objects to the form of such Registration Statement or amendment or supplement thereto, all obligations of the Company hereunder, the performance of which depends upon resolving such objection as provided in this Section 3.1.4 shall be suspended, and all related time periods shall be tolled until such objection is resolved by the Company and such Holder or Legal Counsel, as applicable; provided, further, that if such objection relates solely to disclosure to be included in a Registration Statement related to a specific Holder or Holders, the Company shall file the Registration Statement with respect to all other Holders within the applicable time period if such objection remains unresolved. The Company shall furnish to the Holders and all responses Legal Counsel, without charge, copies of any correspondence from the Commission or the staff of the Commission to requests for additional information and replies to comments the Company or its representatives relating to any Registration Statement. 3.1.5 The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement before Statement, or the same are filed suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify each Holder who holds Registrable Shares being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. 3.1.6 The Company shall cooperate with or submitted to the SEC. Each PartyHolders who hold Registrable Shares being offered and, to the extent permitted by applicable Lawapplicable, shall deliver facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Shares to the other Party copies of all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay be offered pursuant 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 a Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement enable such certificates 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 be in such denominations or relating to such Party or its Subsidiaries amounts, as the other Party case may be, as the Holders may reasonably requests for inclusion request and registered in such names as the Registration Statement Holders may request. 5 3.1.7 Neither the Company nor any subsidiary or affiliate thereof shall identify any Holder as an underwriter in any public disclosure or filing with 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 Commission or any amendment securities exchange or supplement thereto becomes effective other securities market without such Holder’s written consent and any Holder being deemed an underwriter by the Commission shall not relieve the Company of any obligations it has under the Securities Actthis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances other than those under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawSection 2.1.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-174407), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon 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 May 23, 2011 and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.

Registration Statement. (a) As soon as reasonably practicable (The Company has prepared and in any event, within 60 days) after the date of this Agreement the Parties will prepare and file filed with the SEC Securities and Exchange Commission (the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and “Commission”) under the Securities Act (of 1933, as amended, and the rules and regulations thereunder) applicable theretoof the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. Each of Company and Target shall use reasonable best efforts 333-221728), including a prospectus, relating to have the Registration Statement declared effective 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 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 part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to holders of Target Common Stock herein as Merger Consideration 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 state securities or “blue sky” Laws of all applicable jurisdictions, Securities Act and to keep 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 pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such state securities Laws or Rule 462 Registration Statement. Any reference in this underwriting agreement (this “blue sky” registrations or exemptions current and in effect for so long as is necessary Agreement”) to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company any Preliminary Prospectus or the Prospectus shall afford Target be deemed to refer to and its legalinclude the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) as of the 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, to the extent permitted by applicable Law, shall deliver to the other Party copies effective date 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 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 or materials related thereto. filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (bcollectively, the “Exchange Act”) The Parties that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall cooperate have the meanings given to such terms in the preparation of the Registration Statement and the Proxy Statement/Prospectus for the purpose of submitting this Agreement Prospectus. At or prior to the shareholders of Target for approval Applicable Time (as soon defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 17, 2018, and each “free-writing prospectus” (as reasonably practicable. Each Party will as promptly as reasonably practicable provide defined pursuant 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 Rule 405 under the Securities Act), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made thereinif any, in light of the circumstances under which they were made, not misleading, (ii) the Proxy Statement/Prospectus or any amendment or supplement thereto will, listed on the date the same is first mailed to the shareholders of Target or at the time of the Target Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form, in all material respects, with the provisions of applicable LawAnnex A hereto.