Common use of Registration Statement Clause in Contracts

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the 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, 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 reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-161404), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-236334), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 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 “Base Prospectus” means the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 430A 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichthe Base 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, if filedas of the effective date of the Registration Statement or the date of the Base Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, the Base Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement, the Base Prospectus and the Prospectus. At or prior to the Registration Statement orApplicable Time (as defined below), if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act Company had prepared the following information (collectively with the filing of such Rule 462(b)pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): the Base Prospectus.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the "“Securities Act"”) (File No. 333-195901), of the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Company will use its best efforts to be part of cause the registration statement at the time of effectiveness 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 referred 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 Free 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, 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 "Registration Statement." If the Company has filed or is required pursuant case may be; and any reference in this Agreement to the terms hereof “amend,” “amendment” or “supplement” with respect to file a registration statement pursuant the Registration Statement, the Preliminary Prospectus or the Pricing Prospectus shall be deemed to Rule 462(b) refer to and include the filing of any document under the Securities Exchange Act registering additional Securities (a "Rule 462(b) after the date of this Agreement, or the issue date of the Preliminary Prospectus or the Pricing Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement"), thenthe 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 is or is deemed to be incorporated by reference in the Registration Statement, unless otherwise specifiedthe Preliminary Prospectus or the Pricing Prospectus, as the case may be. No stop order preventing or suspending use of the Registration Statement, any reference herein Preliminary Prospectus or the Prospectus 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 term "Company’s knowledge, are contemplated or threatened by the Commission. For purposes of this Agreement, all references to the Registration Statement" , the Pricing Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include such Rule 462(b) Registration Statementthe copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). Other than a Rule 462(b) All references in this Agreement to amendments or supplements to the Registration Statement, whichthe Pricing Prospectus, if filed, becomes effective upon filing, no other any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Securities have been registered under the Securities Exchange Act pursuant and which is deemed to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)incorporated therein by reference therein or otherwise deemed to be a part thereof

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement on Form S-3 (File No. 333-224695), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. Any reference in this Agreement to the Registration Statement, whichthe Pricing Disclosure Package, if filedany 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, becomes as of the effective upon filingdate of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, no other document as the case may be. Any reference to “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 8, 2019, each “free-writing prospectus” (as defined pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with Act), if any, listed on Annex B hereto and the filing of such Rule 462(b)information listed on Annex C hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration File No. 333-206318200147), and amendments thereto, and including the related preliminary prospectuses, for prospectus covering the registration of the Shares under the Securities Act of 1933, as amended (the "“Securities Act"”), of the Securities, which registration statement, as so amended (including post-effective amendments, if any) statement has been declared effective by the Commission in such form under the Securities Act. After execution and copies delivery of which have heretofore been delivered to this Agreement, the Placement AgentsCompany will file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) under the Securities Act. The information included in such prospectus that was omitted from such registration statement, as amended statement at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) effective but that is deemed to be part of the such registration statement at the time of effectiveness it became effective pursuant to paragraph (b) of Rule 430A under the Securities Act, is hereinafter referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted the "Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, if any, at the time it became effective and including the Rule 430A Information is herein called the “Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a ” Any registration statement filed pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "is herein referred to as the “Rule 462(b) Registration Statement"), then, unless otherwise specified, any reference herein to ,” and after such filing the term "“Registration Statement" ” shall be deemed to include such the Rule 462(b) Registration Statement. Other than a 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 462(b424(b) is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, whichany preliminary prospectus, if filed, becomes effective upon filing, no other document with respect the Prospectus or any amendment or supplement to any of the Registration Statement has heretofore been foregoing shall be deemed to include the copy filed with the Commission. All of the Securities have been registered under the Securities Act Commission pursuant to the Registration Statement orits Electronic Data Gathering, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(bAnalysis and Retrieval System (“E▇▇▇▇”).

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-153092), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 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 430A 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act Company had prepared the following information (collectively with the filing of such Rule 462(b)pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 18, 2009.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-231081), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect At or prior to the Registration Statement has heretofore been filed Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission. All of pricing information set forth on Annex A, the Securities have been registered “Pricing Disclosure Package”): a Preliminary Prospectus dated [•], 2019 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to the Registration Statement or, if any Rule 462(bAct) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-212010), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 12, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (ai) The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement (File Number 333-259985) on Form S-1 (Registration No. 333-206318)S-3, and amendments thereto, and including a related preliminary prospectusesBase Prospectus, for the registration under the Securities Act of 1933the offering and sale of the Shares. The Company has filed with the Commission the Prospectus Supplement relating to the Shares in accordance with Rule 424(b). As filed, the Prospectus contains all information required by the Securities Act and the rules thereunder in all material respects, and, except to the extent the Sales Agents shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Sales Agents prior to any Representation Time. The Registration Statement, at each Representation Time, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement 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 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as amended (the "Securities Act")case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement, the Prospectus or any free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the SecuritiesRegistration Statement or the issue date of the Base Prospectus, which the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference. (ii) To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company shall, prior to requesting the sale of Shares pursuant to this Agreement, file a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement becomes effective. (iii) At each Representation Time and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, the Registration Statement complied and will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the respective rules thereunder and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b), at each Representation Time and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, the Prospectus and Interim Prospectus Supplement (together with any supplement thereto) complied and will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the respective rules thereunder and did not and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as so amended to the information relating to a Sales Agent contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by such Sales Agent specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). (iv) The Registration Statement, including post-effective amendmentsany amendments thereto filed prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made, if any) has been declared effective by the Commission and copies Commission. No order suspending the effectiveness of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the 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, 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 reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with issued by the Commission. All , and no proceeding for that purpose or pursuant to Section 8A of the Securities have been registered under Act against the Securities Act pursuant Company or related to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under offering of the Securities Act with Shares has been initiated or threatened by the filing of such Rule 462(b)Commission.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-272540), including a prospectus (the "Securities Act"“Base Prospectus”), of relating to the Securities, which shelf registration statement, as so amended (including post-effective amendments, if any) statement has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement AgentsCommission. The Such registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) 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 at as amended by any post-effective amendments thereto as of the time of effectiveness 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, including the exhibits and schedules thereto as of 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 430A under the Securities Act, is hereinafter referred to as the "Registration Statement." If the Company has filed or is required pursuant to the terms hereof to file a 430B. Any registration statement filed pursuant to Rule 462(b) under of the Securities Act registering additional Securities (a "is herein called the “Rule 462(b) Registration Statement")” and, thenafter such filing, unless otherwise specified, any reference herein to the term "“Registration Statement" ” shall be deemed to include such the Rule 462(b) Registration Statement. Other than Each preliminary prospectus supplement used in connection with the offering of the Securities, if any, including the Base Prospectus and the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating to the Securities in accordance with the provisions of Rule 462(b424(b) of the Securities Act (“Rule 424(b)”). The final prospectus supplement, in the form first furnished or made available to the Underwriter for use in connection with the offering of the Securities, including the Base Prospectus and 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 the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, whichany preliminary prospectus, if filedthe 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, becomes effective upon filing, no other document with respect Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the Commission. All of the Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)Prospectus.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-193549), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a an automatic shelf registration statement on Form S-1 S-3 (Registration No. 333-206318258694), covering the public offering and amendments theretosale of certain securities, and related preliminary prospectusesincluding the Shares, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of which shelf registration statement became effective under Rule 462(e) under the SecuritiesSecurities Act (“Rule 462(e)”) on August 10, which 2021. Such registration statement, as so of any time, means such registration statement as amended (including by any post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered amendments thereto to the Placement Agents. The registration statement, as amended at the time it became effectivesuch time, including the prospectus, financial statements, schedules, exhibits and other information (if any) 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 the registration statement at the such time of effectiveness pursuant to Rule 430A 430B under the Securities Act, and is hereinafter referred to herein as the "“Registration Statement." If ;” provided, however, that the Company has filed “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 is required 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 the terms hereof Rule 430B. Each preliminary prospectus, if any, used in connection with the offering of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as a “Preliminary Prospectus.” Promptly after execution and delivery of this underwriting agreement (this “Agreement”), the Company will prepare and file a registration statement pursuant final prospectus relating to the Shares in accordance with the provisions of Rule 462(b424(b) under the Securities Act registering additional Securities (a "Rule 462(b) Registration Statement")Act. The final prospectus, then, unless otherwise specified, any reference herein in the form first furnished or made available to the term "Underwriters for use in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as the “Prospectus.” Any reference in this Agreement to the Registration Statement" Statement or the Prospectus shall be deemed to refer to and include such Rule 462(b) 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. Other than a Rule 462(b) Registration StatementStatement or the date of the Prospectus, whichas the case may be, if filedand any reference to “amend”, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any Rule 462(b) the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): the base prospectus contained in the Registration Statement is filed, will be duly registered and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a an automatic shelf registration statement on Form S-1 (Registration No. 333-206318)statement, and amendments thereto, and related preliminary prospectuses, for the registration as defined under Rule 405 under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), on Form S-3 (File No. 333-223355), including a prospectus filed as part of such registration statement (the "Securities Act"“Base Prospectus”), of relating to securities, including the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective to be issued from time to time by the Commission and copies of which have heretofore been delivered to the Placement AgentsCompany. The Such registration statement, as amended at as of its most recent effective date, is referred to herein as the time it became effective“Registration Statement”; and as used herein, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed term “Preliminary Prospectus” means any preliminary prospectus supplement specifically relating to be part of the registration statement at Securities filed with the time of effectiveness Commission pursuant to Rule 430A 424(b) under the Securities Act, is hereinafter referred to as together with the "Registration Statement." If Base Prospectus, and the Company has filed or is required pursuant term “Prospectus” means the prospectus supplement specifically relating to the terms hereof to file a registration statement Securities, together with the Base Prospectus, in the form first used (or made available upon request of purchasers pursuant to Rule 462(b) 173 under the Securities Act registering additional Securities (a "Rule 462(bAct) in connection with confirmation of sales of the Securities. Any reference in this Agreement to the Registration Statement"), then, unless otherwise specified, any reference herein to Preliminary Prospectus or the term "Registration Statement" 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 most recent effective date of the Registration Statement or the date of such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration StatementPreliminary Prospectus or the Prospectus, whichas the case may be and any reference to “amend”, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to the time when sales of the Securities have been registered were first made at 5:15 P.M. (Eastern time) on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated August 18, 2020 (including the Base Prospectus), and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant Act) listed on Annex B hereto as constituting part of the Time of Sale Information. The final term sheet relating to the Registration Statement or, if any Rule 462(b) Registration Statement Securities in substantially the form of Annex C hereto is filed, will be duly registered under referred to herein as the Securities Act with the filing of such Rule 462(b)“Final Term Sheet.”

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), an “automatic shelf registration statement” as defined by Rule 405 of the SecuritiesSecurities Act on Form S-3 (File No. 333-238906), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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 (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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-197922), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) on Form S-3 (File No. 333-211850), including a prospectus, relating to the Company’s debt securities (including the Securities), which and such registration statement, as so amended (including post-statement became effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agentsupon filing. The Such registration statement, as amended to the date of this Agreement, including the exhibits thereto, is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any preliminary prospectus relating to the Securities, including any preliminary prospectus supplement thereto relating to the Securities, filed with the Commission pursuant to Rule 424 under the Securities Act and the prospectus included in the Registration Statement at the time it became effectiveof its effectiveness that omits the information, including the prospectus, financial statements, schedules, exhibits and other 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”), and the term “Prospectus” means the prospectus relating to the Securities, including any prospectus supplement thereto relating to the Securities, in the form first used (or made available upon request of purchasers pursuant to Rule 430A 173 under the Securities Act) in connection with confirmation of sales of the Securities. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to 3:40 p.m. New York City time on June 8, 2016, the time when sales of the Securities have been registered were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated June 8, 2016, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to the Registration Statement or, if any Rule 462(bAct) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-225219), including a base prospectus, relating to the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The Such registration statement, as amended at as of the time it became effectivedate hereof, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at (“Rule 430 Information”), is referred to herein as the time of effectiveness “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any prospectus filed with the Commission pursuant to Rule 430A 424(b) under the Securities Act relating to the offering of the Securities and the base prospectus included in the Registration Statement, and the term “Prospectus” means the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to 3:10 P.M., New York City time, on November 6, 2018, the time when sales of the Securities have been registered were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus, dated as of November 6, 2018, and (ii) each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant Act) listed on Annex A hereto. The Company intends to use the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under proceeds of the offering of the Securities Act with the filing of such Rule 462(b)for general corporate purposes, including acquisitions.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-226748), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 2, 2018 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-229467), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated as of February 4, 2019, and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(bAct), if any, listed on Schedule 3 hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-274481), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 12, 2023, and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-[—]), including a prospectus, relating to the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any prospectus filed with the Commission pursuant to Rule 430A 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 to the Underwriters by the Company upon request of purchasers pursuant to Rule 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Securities. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to the time when sales of the Securities have been registered were first made (the “Time of Sale”, the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated January [—], 2011 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to the Registration Statement or, if any Rule 462(bAct) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "CommissionCOMMISSION") a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities ActSECURITIES ACT"), of the Securitiesa registration statement (File No. 333-114293) including a prospectus, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became becomes effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness ("RULE 430 INFORMATION"), is referred to herein as the "REGISTRATION STATEMENT"; and as used herein, the term "PRELIMINARY PROSPECTUS" means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 430A 424(a) under the Securities ActAct and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430A Information, is hereinafter referred and the term "Prospectus" means the prospectus in the form first used to as confirm sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a the "Rule 462(b) Registration StatementRULE 462 REGISTRATION STATEMENT"), then, unless otherwise specified, then any reference herein to the term "Registration StatementREGISTRATION STATEMENT" shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to "amend", no other document "amendment" or "supplement" with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "EXCHANGE ACT") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under and the Securities Act with the filing of such Rule 462(b)Prospectus.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-179724) including a prospectus, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), if any the Company had prepared the following information (collectively with the pricing information set forth on Annex B, the “Time of Sale Information”): a Preliminary Prospectus dated February 27, 2012, and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto, if any.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-176913), including a prospectus (the "Securities Act"“Base Prospectus”), of relating to, among other things, the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement AgentsShares. The Such registration statement, as amended at the time it became effectiveof its effectiveness, including the prospectusinformation, financial statements, schedules, exhibits and other 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 the Base Prospectus together with the preliminary prospectus supplement specifically relating to the Shares, and the term “Prospectus” means the Base Prospectus as supplemented by the prospectus supplement specifically relating to the Shares in the form first used (or made available upon request of purchasers pursuant to Rule 430A 173 under the Securities Act) in connection with confirmation of sales of the Shares. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document “amend,” “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 19, 2011 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-186112), including a prospectus, relating to the Securities, which . Such registration statement, as so amended (which became effective upon filing with the Commission, including post-effective amendmentsthe information, if any) has been declared effective by , deemed pursuant to Rule 430A or 430B under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the prospectus included in such registration statement (and any amendments thereto) at the time it was filed that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 430A 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Securities. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to the time when sales of the Securities have been registered were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated January 22, 2013, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to Act) listed on Annex B hereto as constituting part of the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing Time of such Rule 462(b)Sale Information.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-220628), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 14, 2018 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-178301), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 20, 2012 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex C hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-232049), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 June 10, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-212143), including a prospectus, relating to the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 the Registration Statement, any prospectus filed with the Commission pursuant to Rule 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Securities. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to 3:58 P.M., New York City time, on June 21, 2016, the time when sales of the Securities have been registered were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated June 21, 2016, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to Act) listed on Annex B hereto as constituting part of the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing Time of such Rule 462(b)Sale Information.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-182953), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a shelf registration statement on Form S-3 (File No. 333-139839), including a prospectus, relating to the SecuritiesShares, which registration statement became effective upon filing pursuant to the rules or regulations of the Commission under the Securities Act. Such registration statement covers the registration of the Shares under the Securities Act. Such registration statement, as so amended (at any given time, including post-effective amendmentsthe 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 otherwise deemed to be a part thereof or included therein pursuant to the rules or regulations of the Commission under the Securities Act, including the information, if any) has been declared effective by , deemed pursuant to Rule 430A, 430B or 430C under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Securities Act to be part of the registration statement at (the time of 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 the Registration Statement, and any amendments thereto, that omits Rule 430 Information and any prospectus filed with the Commission pursuant to Rule 430A 424(a) under the Securities Act; and as used herein, is hereinafter referred the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to as Rule 173 under the "Registration Statement." Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), if any the Company had prepared the following information (collectively with the pricing information set forth on Annex B, the “Time of Sale Information”): a Preliminary Prospectus dated January 9, 2007, and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-167479) including a prospectus (the "Securities Act"“Basic Prospectus”), relating to the registration of certain securities described therein, including the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The Such registration statement, as amended at the time it became becomes effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 the Basic Prospectus together with the preliminary prospectus supplement dated November 7, 2011 specifically relating to the Securities; and the term “Prospectus” means the Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 430A 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Securities. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to the time when sales of the Securities have been registered were first made (the “Execution Time”), the Company had prepared the following information (collectively, the “Disclosure Package”): a Preliminary Prospectus dated November 7, 2011, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to the Registration Statement or, if any Rule 462(bAct) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)listed on Annex F hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company Partnership has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securities, which an automatic shelf registration statement, as so amended defined in Rule 405 (File No. 333-204617), on Form S-3, including a related Base Prospectus (the “Base Prospectus”), relating to the Units. Such registration statement, and any post-effective amendmentsamendment thereto, became effective upon filing. Such registration statement, including the information, if any) has been declared effective by , deemed pursuant to Rule 430A, 430B or 430C under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement;” and as used herein, the term “Preliminary Prospectus” means any preliminary prospectus supplement to the Base Prospectus which is used prior to the filing of the Prospectus (as defined herein), together with the Base Prospectus and the term “Prospectus” means the prospectus supplement relating to the Units that is first filed pursuant to Rule 430A 424(b) after the date hereof, together with the Base Prospectus. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any the Partnership had prepared the following information (collectively with the pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated June 1, 2015 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (ai) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 S-3 (Registration File No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration 161881) under the Securities Act of 1933, as amended 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 the Securities, which this Agreement. Such registration statement, as so amended (including post-effective amendments, if any) statement has been declared effective by the Commission under the Securities Act. Each part of such registration statement, at any given time, including amendments thereto at such time, the exhibits and copies any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of which have 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.” 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 Shares by the Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information. (ii) The Company shall file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement relating to the Shares in the form heretofore been delivered to the Placement AgentsUnderwriter. The registration statement, as amended Such prospectus included in the Registration Statement at the time it became effective, including was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to the date of this Agreement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, financial statements, schedules, exhibits and other information (if any) deemed to in the form in which it shall be part of filed with the registration statement at the time of effectiveness Commission pursuant to Rule 430A 424(b) under the Securities Act (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 refer to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, is hereinafter referred and prior to as the "termination of the offering of the Shares by the Underwriter. (iii) No stop order preventing or suspending use of the Registration Statement." If , any Preliminary Prospectus or the Company Prospectus or the effectiveness of the Registration Statement, has filed or is required pursuant been issued by the Commission, and no proceedings for such purpose have been instituted or, to the terms hereof Company’s knowledge, are contemplated or threatened by the Commission. (iv) For purposes of this Agreement, all references 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 specifiedthe Base Prospectus, any reference herein Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the term "Registration Statement" foregoing shall be deemed to include such Rule 462(b) Registration Statementthe copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). Other than a Rule 462(b) All references in this Agreement to amendments or supplements to the Registration Statement, whichthe Base Prospectus, if filed, becomes effective upon filing, no other any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document with respect to the Registration Statement has heretofore been filed with the Commission. All of the Securities have been registered under the Securities Exchange Act pursuant (as defined herein) and which is deemed to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)incorporated therein by reference therein or otherwise deemed to be a part thereof.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-200040), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 6, 2015 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a shelf registration statement on Form S-3 (File No. 333-179720), including a prospectus, relating to the SecuritiesShares, which registration statement became effective upon filing pursuant to the rules or regulations of the Commission under the Securities Act. Such registration statement covers the registration of the Shares under the Securities Act. Such registration statement, as so amended (at any given time, including post-effective amendmentsthe 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 otherwise deemed to be a part thereof or included therein pursuant to the rules or regulations of the Commission under the Securities Act, including the information, if any) has been declared effective by , deemed pursuant to Rule 430A, 430B or 430C under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Securities Act to be part of the registration statement at (the time of 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 the Registration Statement, and any amendments thereto, that omits Rule 430 Information and any prospectus filed with the Commission pursuant to Rule 430A 424(a) under the Securities Act; and as used herein, is hereinafter referred the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to as Rule 173 under the "Registration Statement." Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), if any the Company had prepared the following information (collectively with the pricing information set forth on Annex B, the “Time of Sale Information”): a Preliminary Prospectus dated November 26, 2012, and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-156332), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 14, 2009 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-228486), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 May 6, 2020 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a an automatic shelf registration statement on Form S-1 S-3 (Registration No. 333-206318280407), covering the public offering and amendments theretosale of certain securities, and related preliminary prospectusesincluding the Shares, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of which shelf registration statement became effective under Rule 462(e) under the SecuritiesSecurities Act (“Rule 462(e)”) on June 21, which 2024. Such registration statement, as so of any time, means such registration statement as amended (including by any post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered amendments thereto to the Placement Agents. The registration statement, as amended at the time it became effectivesuch time, including the prospectus, financial statements, schedules, exhibits and other information (if any) 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 the registration statement at the such time of effectiveness pursuant to Rule 430A 430B under the Securities Act, and is hereinafter referred to herein as the "“Registration Statement." If ;” provided, however, that the Company has filed “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 is required 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 the terms hereof Rule 430B. Each preliminary prospectus, if any, used in connection with the offering of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as a “Preliminary Prospectus.” Promptly after execution and delivery of this underwriting agreement (this “Agreement”), the Company will prepare and file a registration statement pursuant final prospectus relating to the Shares in accordance with the provisions of Rule 462(b424(b) under the Securities Act registering additional Act. The final prospectus, in the form first furnished or made available to the Underwriters for use in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities (a "Rule 462(b) Act, are collectively referred to herein as the “Prospectus.” Any reference in this Agreement to the Registration Statement"), then, unless otherwise specified, any reference herein to Preliminary Prospectus or the term "Registration Statement" 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 Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration StatementPreliminary Prospectus or the Prospectus, whichas the case may be, if filedand any reference to “amend”, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 8, 2024 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-249339), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 6, 2020 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement (File No. 333-191853), including a prospectus, relating to the Securities, which Shares. Such registration statement, as so amended (including post-effective amendmentsamended, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): (a) a Preliminary Prospectus dated ▇▇▇▇▇ ▇, ▇▇▇▇, (▇) each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with Act) listed on Annex A hereto and (c) the filing of such Rule 462(b)pricing information listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-233075), including a prospectus, relating to the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 the Registration Statement, any prospectus filed with the Commission pursuant to Rule 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Securities. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to 2:45 P.M., New York City time, on May 6, 2021, the time when sales of the Securities have been registered were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated May 6, 2021, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to Act) listed on Annex B hereto as constituting part of the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing Time of such Rule 462(b)Sale Information.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement (File No. 333-283233), including a base prospectus (the "Securities Act"“Base Prospectus”), relating to certain securities of the SecuritiesCompany, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement AgentsShares. The Such registration statement, as amended at as of the time it became effectivedate of this Agreement, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any preliminary prospectus supplement filed with the Commission pursuant to Rule 430A 424(a) under the Securities 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 Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares together with the Base Prospectus. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 10, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-231776), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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. Any reference in this underwriting agreement (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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document “amend,” “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 5, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333- 152751), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 May 18, 2009 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-254663), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect At or prior to the Registration Statement has heretofore been filed Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission. All of pricing information set forth on Annex A, the Securities have been registered “Pricing Disclosure Package”): a Preliminary Prospectus dated [l], 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to the Registration Statement or, if any Rule 462(bAct) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-222731), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 21, 2018, and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-219834), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 the preliminary prospectus supplement of the Company dated as of June 27, 2018 and filed with the Commission pursuant to Rule 430A 424(a) under the Securities Act together with the prospectus included in the Registration Statement at the time of its effectiveness that omitted Rule 430 Information, and the term “Prospectus” means the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Shares together with the prospectus included in the Registration Statement." Statement at the time of its effectiveness that omitted Rule 430 Information. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 June 27, 2018 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-260658), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 November 1, 2021 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-220607), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement (File No. 333-258567), including a base prospectus (the "Securities Act"“Base Prospectus”), relating to certain securities of the SecuritiesCompany, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement AgentsShares. The Such registration statement, as amended at as of the time it became effectivedate of this Agreement, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any preliminary prospectus supplement filed with the Commission pursuant to Rule 430A 424(a) under the Securities 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 Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares together with the Base Prospectus. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-206172), including a prospectus, relating to the Securities, which Shares. Such registration statement, as so amended (including post-effective amendmentsthe information, if any) has been declared effective by , deemed pursuant to Rule 430A, 430B or 430C under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the prospectus dated August 6, 2015 included in such Registration Statement that omits Rule 430 Information and the preliminary prospectus supplement filed with the Commission pursuant to Rule 430A 424(b) under the Securities Act on September 30, 2015 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. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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, case may be and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), if any the Company had prepared the following information (collectively with the pricing information set forth on Annex B, the “Time of Sale Information”): a Preliminary Prospectus dated September 30, 2015, and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(bAct), if any, listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-230399), including a prospectus, relating to securities, including the SecuritiesShares, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective to be issued from time to time by the Commission and copies of which have heretofore been delivered to the Placement AgentsCompany. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information (the “Base Prospectus”) and the prospectus supplement dated August 6, 2020 thereto relating to the Shares, and the term “Prospectus” means the Base Prospectus and the prospectus supplement relating to the Shares in the form first used (or made available upon request of purchasers pursuant to Rule 430A 173 under the Securities Act) in connection with confirmation of sales of the Shares. Any reference in this underwriting agreement (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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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, 2020 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement (File No. 333-256654), including a prospectus, relating to the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Securities. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bA registration statement on Form F-6 (file number [●]) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect relating to the Registration Statement ADSs has heretofore been filed with the Commission, including, if applicable, one or more amendments thereto (“ADR Registration Statement”). All of Capitalized terms used but not defined herein shall have the Securities have been registered meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated [●], 2021 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to the Registration Statement or, if any Rule 462(bAct) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has Subsidiary Guarantors have prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”, and including the rules and regulations of the Commission under the Exchange Act (as defined below), of the “Rules and Regulations”), a registration statement on Form S-3 (File No. 333-199110), including a prospectus, relating to debt securities, including the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective to be issued from time to time by the Commission Company and copies of which have heretofore been delivered to the Placement AgentsSubsidiary Guarantors. The Such registration statement, as amended at the time it became becomes effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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), any prospectus filed with the Commission pursuant to Rule 430A 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this Underwriting Agreement (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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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, case may be and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to 3:45 p.m. (New York City time) on the date hereof, the time when sales of the Securities have been registered under were first made (the Securities Act “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated October 1, 2014 relating to the debt securities to be issued from time to time by the Company pursuant to the Registration Statement orStatement; a Preliminary Prospectus Supplement dated November 17, if any 2014, relating to the Securities, and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act Act) listed on Annex A hereto as constituting part of the Time of Sale Information. Pursuant to an agreement and plan of merger dated July 15, 2014 (together with the filing schedules and exhibits thereto, the “Merger Agreement”) among the Company, Rockwood Holdings, Inc., a Delaware corporation (“Rockwood”), and Holdings, Holdings is expected to merge with and into Rockwood (the “Merger”), with Rockwood surviving the Merger as a wholly-owned subsidiary of such Rule 462(b)the Company. This Agreement, the Indenture and the Securities are collectively referred to herein as the “Transaction Documents”. The Merger and the execution of, and consummation of, the transactions contemplated by the Transaction Documents, in each case as described in the Time of Sale Information, are collectively referred to herein as the “Transactions”.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-208625), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement (File No. 333-166300), including a prospectus, relating to the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Securities. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under and the Securities Act with the filing of such Rule 462(b)Prospectus.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), a registration statement (File No. 333-138373), including a prospectus, relating to the Shares and other securities of the Securities, which Company. Such registration statement, as so amended (including post-effective amendments, if any) has been statement was declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agentson November 7, 2006. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 430A 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness, together with any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, is hereinafter referred that omits Rule 430 Information, and the term “Prospectus” means the prospectus, together with any prospectus supplement filed pursuant to as Rule 424(b) under the "Registration Statement." Securities Act, 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 or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the time when sales of the Shares were first made (the “Time of Sale”), if any the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated November 27, 2006, and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with Act) listed on Annex D hereto and the filing of such Rule 462(b)pricing information set forth on Annex E.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-211993), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 2, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-248485), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be , no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared a Preliminary Prospectus filed with the Commission. All of Commission on March 29, 2021 and the Securities have been registered under pricing information set forth on Annex A (the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b“Pricing Disclosure Package”).

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-161948), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares and Rights. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex C hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-209827), including a prospectus, relating to the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective Shares and other securities that may be sold from time to time by the Commission and copies of which have heretofore been delivered to the Placement AgentsCompany. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 preliminary prospectus relating to the Shares included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 11, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement on Form S-3 (File No. 333-223123), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430B under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the most recent prospectus supplement relating to the Shares that was first filed with the Commission pursuant to Rule 430A 424(b) under the Securities Act prior to the Applicable Time (as defined below) 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 supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Shares and the prospectus included in the Registration Statement." Statement at the time of its effectiveness that omits Rule 430 Information. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 25, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-206525), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 the preliminary prospectus supplement dated September 27, 2016 relating to the Shares that is filed with the Commission pursuant to Rule 430A 424(b) under the Securities Act together with the prospectus included in the Registration Statement at the time of its effectiveness that omitted Rule 430 Information, and the term “Prospectus” means the final prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Shares together with the prospectus included in the Registration Statement." Statement at the time of its effectiveness that omitted Rule 430 Information. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 27, 2016 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and on November 7, 2025, filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement on Form S-3 (File No. 333-291378), which registration statement, as so amended including a prospectus (including post-effective amendmentsthe information, if any) has been declared effective by , deemed pursuant to Rule 430A, 430B or 430C under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), the “Registration Statement”) relating to the Shares. Such Registration Statement became effective pursuant to Section 8(a) of the Securities Act on November 27, 2025. 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 430A 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. Any reference in this underwriting agreement (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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document “amend,” “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 29, 2025 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended 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 SecuritiesShares, which automatic shelf registration statement became effective under Rule 462(e) under the Securities Act. Such registration statement, as so of any time, means such registration statement as amended (including by any post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered amendments thereto to the Placement Agents. The registration statement, as amended at the time it became effectivesuch time, including the prospectus, financial statements, schedules, exhibits and other information (if any) 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 at as amended by any post-effective amendments thereto as of the time of effectiveness 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 430A 430B. Each preliminary prospectus used in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, is hereinafter are collectively referred to herein as the "Registration Statementa “Preliminary Prospectus." If ” Promptly after execution and delivery of this Agreement, the Company has filed or is required pursuant will prepare and file a final prospectus relating to the terms hereof to file a registration statement pursuant to Shares in accordance with the provisions of Rule 462(b424(b) under the Securities Act registering additional (“Rule 424(b)”). The final prospectus, in the form first furnished or made available to the Underwriters for use in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities (a "Rule 462(b) Act, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement"), then, unless otherwise specified, any reference herein preliminary prospectus, the Prospectus or any amendment or supplement to any of the term "Registration Statement" 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) (“▇▇▇▇▇”). Capitalized terms used but not defined herein shall have the meanings given to such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with respect to terms in the Registration Statement has heretofore been filed and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the Commission. All of pricing information set forth on Annex A, the Securities have been registered “Pricing Disclosure Package”): a Preliminary Prospectus dated December 11, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to the Registration Statement or, if any Rule 462(bAct) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a post-effective amendment (the "Securities Act"), of “Post-Effective Amendment”) to the Securities, which Company’s automatic shelf registration statement, as so amended defined under Rule 405 of the Securities Act (including File No. 333-218503), on Form F-3ASR and any other necessary post-effective amendmentsamendments thereto, including a related Base Prospectus (the “Base Prospectus”), relating to certain securities of the Company, including the Units. Such registration statement and Post-Effective Amendment, and any other post-effective amendments thereto, became effective upon filing. Such registration statement and Post-Effective Amendment, including the information, if any) has been declared effective by , deemed pursuant to Rule 430A, 430B or 430C under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Securities Act to be part of the registration statement and Post-Effective Amendment 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, including the Post-Effective Amendment) before effectiveness, any prospectus filed with the Commission pursuant to Rule 430A 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 Units. Any reference in this underwriting agreement (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 6 of Form F-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be , then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 13, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-197125), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 14, 2014 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), of a registration statement (File No. 333-102388) including a prospectus (the "Base Prospectus"), relating to the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness pursuant to ("Rule 430A under the Securities Act430 Information"), is hereinafter referred to herein as the "Registration Statement."; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430A Information, and the term "Prospectus" means the prospectus in the form first used to confirm sales of the Securities. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a the "Rule 462(b) 462 Registration Statement"), then, unless otherwise specified, then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to "amend", no other document "amendment" or "supplement" with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under and the Securities Act with the filing of such Rule 462(b)Prospectus.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-209532), including a prospectus, relating to the Securities, which . Such registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any prospectus filed with the Commission pursuant to Rule 430A 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “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 by the Company after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to 3:30 p.m. (New York City time) on January 31, 2018, the time when sales of the Securities have been registered were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated January 31, 2018, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to the Registration Statement or, if any Rule 462(bAct) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), of the Securitiesa registration statement (File No. 333-102388) including a prospectus, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsPreferred Stock and the Depositary Shares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness pursuant to ("Rule 430A under the Securities Act430 Information"), is hereinafter referred to herein as the "Registration Statement."; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430A Information, and the term "Prospectus" means the prospectus in the form first used to confirm sales of the Depositary Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a the "Rule 462(b) 462 Registration Statement"), then, unless otherwise specified, then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to "amend", no other document "amendment" or "supplement" with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under and the Securities Act with the filing of such Rule 462(b)Prospectus.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-187371), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 August 12, 2013 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-171338), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any the Company had prepared the following information (collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated April 2, 2012 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-175582) including a base prospectus (the "Securities Act"“Base Prospectus”), of the Securities, which . Such registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430B under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each preliminary prospectus supplement relating to the Securities, together with the Base Prospectus that is filed with the Commission pursuant to Rule 430A 424(b) under the Securities Act; and the term “Prospectus” means the final prospectus supplement relating to the Securities, together with the Base Prospectus that is hereinafter referred filed with the Commission pursuant to as the "Registration Statement." Rule 424(b). If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed, from and after the date of filing such Rule 462 Registration Statement, to include such Rule 462 Registration Statement. 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 Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration StatementPreliminary Prospectus or the Prospectus, whichas the case may be and any reference to “amend”, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to 11:45 p.m. on the date hereof (the “Time of Sale”), which is prior to the time when sales of the Securities have been registered were first made, the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated December 5, 2012, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to the Registration Statement or, if any Rule 462(bAct) Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b)listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended 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. 333–233159), including a prospectus (the "“Base Prospectus”) relating to the public offering and sale of the Company’s securities, including the Offered Shares. Such registration statement in the form in which it became effective under the Securities Act"), of including the Securities, which registration statement, as so amended (including post-effective amendmentsinformation, if any) has been declared effective by , deemed pursuant to Rule 430A, 430B or 430C under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Securities Act to be part of the registration statement at as of such time (“Rule 430 Information”), is referred to herein as the time “Registration Statement”; the term “Preliminary Prospectus” means the preliminary prospectus supplement dated August 9, 2021, relating to the Securities, together with the Base Prospectus; and the term “Prospectus” means the prospectus in the form first used by the Underwriters (or made available upon request of effectiveness purchasers pursuant to Rule 430A 173 under the Securities Act) in connection with confirmation of sales of the Offered Shares, is hereinafter referred together with the Base Prospectus. Any reference in this Agreement to as the "Registration Statement." If , the Company has filed Base Prospectus, any Preliminary Prospectus or is required the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) Item 12 of Form S-3 under the Securities Act registering additional Securities (a "Rule 462(b) as of the effective date of the Registration Statement")Statement or the date of such Preliminary Prospectus or the Prospectus, then, unless otherwise specified, as the case may be; and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document “amend,” “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to 6:00 p.m. New York City time on August 9, if 2021, which is the time when sales of the Underwritten Shares were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus, any “free writing prospectus” (as defined in Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with Act) listed in Annex B hereto and the filing of such Rule 462(b)pricing information set forth in Annex B.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-275819), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 November 30, 2023 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-224462), including a prospectus (the "Securities Act"“Base Prospectus”), of relating to the Securities, which Shares. Such registration statement, as so amended (including post-effective amendmentsthe information, if any) has been declared effective by , deemed pursuant to Rule 430A, 430B or 430C under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed 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”. The term “Preliminary Prospectus” means the Base Prospectus and any preliminary prospectus supplement used or filed with the Commission pursuant to Rule 430A 424(b), in the form provided to the Underwriter by the Company 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 Rule 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) and incorporated or deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-195305), including a prospectus, relating to the Securities, which . Such registration statement, as so amended (which became effective upon filing with the Commission, including post-effective amendmentsthe information, if any) has been declared effective by , deemed pursuant to Rule 430A or 430B under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the prospectus included in such registration statement (and any amendments thereto) at the time it was filed that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 430A 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Securities. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Any reference in this Agreement to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to the time when sales of the Securities have been registered were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated April 16, 2014, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act pursuant to Act) listed on Annex B hereto as constituting part of the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under the Securities Act with the filing Time of such Rule 462(b)Sale Information.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-221960), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be and any reference to “amend”, no other document “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 January 17, 2018 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex B hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-224462), including a prospectus (the "Securities Act"“Base Prospectus”), of relating to the Securities, which Shares. Such registration statement, as so amended (including post-effective amendmentsthe information, if any) has been declared effective by , deemed pursuant to Rule 430A, 430B or 430C under the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed 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”. The term “Preliminary Prospectus” means the Base Prospectus and any preliminary prospectus supplement used or filed with the Commission pursuant to Rule 430A 424(b), in the form provided to the Underwriter by the Company 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 Rule 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) and incorporated or deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 March 12, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of an automatic shelf registration statement on Form S-3 (File No. 333-166291) as amended by Post-Effective Amendment No. 1 thereto, including a prospectus, relating to the Securities, which . Such registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information (the “Base Prospectus”) and the preliminary prospectus supplement, dated January 11, 2012 relating to the Securities filed with the Commission pursuant to Rule 430A 424(b) under the Securities Act that amends or supplements the Base Prospectus, and the term “Prospectus” means the final prospectus supplement (including 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. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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, case may be and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement“amend”, which, if filed, becomes effective upon filing, no other document “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement has heretofore been filed with and the CommissionProspectus. All At or prior to the time when sales of the Securities have been registered under were first made (the Securities Act pursuant to “Time of Sale”), the Registration Statement orCompany had prepared the following information (collectively, if any Rule 462(bthe “Time of Sale Information”): a Preliminary Prospectus dated January 11, 2012, and each Issuer Free Writing Prospectus (as defined below) Registration Statement is filed, will be duly registered under listed on Annex B hereto as constituting part of the Securities Act with the filing Time of such Rule 462(b)Sale Information.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has Issuers have prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of a registration statement on Form S-3 (File No. 333-162821), including a prospectus, relating to securities to be issued from time to time by the Issuers, including the Securities, which registration statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered to the Placement Agents. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means any prospectus filed with the Commission pursuant to Rule 430A 424(b) 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 Notes. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document “amend,” “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. At or prior to the time when sales of the Notes were first made (the “Time of Sale”), the following information shall have been prepared (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated February 2, 2012, and each “free writing prospectus” (as defined pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act Act) listed on Annex D hereto as constituting part of the Time of Sale Information. The Copano Parties acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Copano Parties with respect to the filing offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Copano Parties or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Copano Parties or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Copano Parties shall consult with their own advisors concerning such Rule 462(b)matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriters shall have any responsibility or liability to the Copano Parties with respect thereto. Any review by the Representatives or any Underwriters of the Copano Parties and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Copano Parties or any other person.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-207876), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 the preliminary prospectus supplement of the Company dated as of January 2, 2017 and filed with the Commission pursuant to Rule 430A 424(a) under the Securities Act together with the prospectus included in the Registration Statement at the time of its effectiveness that omitted Rule 430 Information, and the term “Prospectus” means the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act, is hereinafter referred to as ) in connection with confirmation of sales of the "Shares together with the prospectus included in the Registration Statement." Statement at the time of its effectiveness that omitted Rule 430 Information. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any the Company had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated January 2, 2017 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securitiesa registration statement (File No. 333-231912), which registration statementincluding a prospectus, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement AgentsShares. The Such registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other 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 430A 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, is hereinafter referred to as ) in connection with confirmation of sales of the "Registration Statement." Shares. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(bAny reference in this underwriting agreement (this “Agreement”) to the Registration Statement, whichany 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, if filedas of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, becomes effective upon filingas the case may be, no other document and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement orand the Prospectus. At or prior to the Applicable Time (as defined below), if any 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 November 24, 2020 and each “free-writing prospectus” (as defined pursuant to Rule 462(b) Registration Statement is filed, will be duly registered 405 under the Securities Act with the filing of such Rule 462(b)Act) listed on Annex A hereto.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-122091), including Amendment No. 1 thereto, including a prospectus (the "Securities Act")“Basic Prospectus”) relating to the sale, in one or more offerings, by the Company and the Selling Stockholder of up to 1,500,000 shares and 1,861,200 shares, respectively, of the SecuritiesStock, which registration statementand has filed or transmitted for filing to, as so amended (including post-effective amendmentsor shall promptly hereafter file with or transmit for filing to, if any) has been declared effective by the Commission and copies of which have heretofore been delivered a prospectus supplement specifically relating to the Placement Agentssale of the Shares pursuant to Rule 424 under the Securities Act. The registration statement, as amended at the time it became effective, including the prospectusinformation, financial statements, schedules, exhibits and other information (if any) , deemed pursuant to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430A Information”), and in effect on the date hereof is referred to herein as the “Registration Statement”; and as used herein, the term “Prospectus” means the Basic Prospectus as amended or supplemented and as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares and the term “Preliminary Prospectus” means each prospectus included in the Registration Statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 430A 424(a) under the Securities Act, is hereinafter referred to as Act and the "prospectus included in the Registration Statement." Statement at the time of its effectiveness that omits Rule 430A Information. If the Company has filed or is required pursuant to the terms hereof to file a an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities (a "the “Rule 462(b) 462 Registration Statement"”), then, unless otherwise specified, then any reference herein to the term "“Registration Statement" ” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than a Rule 462(b) Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. References herein to the Registration Statement, whichthe Basic Prospectus, if filedany Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein. The terms “supplement”, becomes effective upon filing, no other document “amendment” and “amend” as used herein with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include documents filed with by the Commission. All of the Securities have been registered Company under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”) subsequent to the date of this Agreement which are deemed to be incorporated by reference therein. For purposes of this Agreement, the term “Effective Date” means the date and time the Registration Statement orbecame effective, and, if any Rule 462(b) Registration Statement is filedlater, will be duly registered under the Securities Act with the date of filing of such Rule 462(b)the Company’s most recent Annual Report on Form 10-K.

Registration Statement. The Company represents and warrants to, and agrees with, the Placement Agent that: (a) The Company has prepared and filed with the Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-1 (Registration No. 333-206318), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the "“Securities Act"”), of the Securities, which a registration statementstatement on Form S-3 (File No. 333-251977), as so amended (amended, including post-effective amendmentsa prospectus, if any) has been declared effective by the Commission and copies of which have heretofore been delivered relating to the Placement Agentspublic offering of certain securities, including the Shares. The Such registration statement, as amended at the time it became effective, including the prospectus, financial statements, schedules, exhibits and other information (schedules thereto and the information, if any) , deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement;” and as used herein, the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, and any prospectus (including any prospectus supplement) filed with the Commission pursuant to Rule 430A 424(a) under the Securities Act and the prospectus (including any prospectus supplement) included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus (including any prospectus supplement) in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. 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 Form S-3 under the Securities Act, is hereinafter referred to as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, 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")case may be, then, unless otherwise specified, and any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document “amend,” “amendment” or “supplement” with respect to the Registration Statement has heretofore been Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed with the Commission. All of the Securities have been registered after such date under the Securities Exchange Act pursuant of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered under and the Securities Act with the filing of such Rule 462(b)Prospectus.