Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time the Company: (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which the Company relied on the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each Each time the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item 2.02 Items 2.02, 7.01 or Item 7.01 9.01 of Form 8-K) K under the Exchange Act Act) (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(mB within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of following any Representation Date, unless waived. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect in accordance with respect to any Placement NoticeSection 4, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before at such time as the Company delivers a the Placement Notice or Notice, and in any event prior to the Agent sells Agent’s sale of any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m)B, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: Company subsequently thereafter (i) amends or supplements the Registration Statement or the Sales Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; Sales Prospectus; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent ▇▇▇▇▇ sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each Each time the Company: : (i) (A) files the Prospectus relating to the Placement Shares, or (B) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker or supplement supplement, but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is “information "furnished” " pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”"), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(mSchedule 7(l) within five (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 5) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(mSection 7(l), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) files a its quarterly report or semi-annual financial statements on Form 106-Q K under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”), ) the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 86-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(l), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time the Company: (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares ADSs (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Placement SharesADSs; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests Agents request such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date on which the Company relied on the waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m), then before the Company delivers a Placement Notice or the Agent sells Agents sell any Placement Shares ADSs pursuant thereto, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent Agents such further information, certificates and documents as the Agent Agents may reasonably request.

Representation Dates; Certificate. On or prior to During the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and Agreement, each time the Company: Corporation (i) amends or supplements the Registration Statement or files the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) or amends or supplements the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker an amendment or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or to the Prospectus relating to the Placement Shares; ; (ii) files or amends an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended information form, audited annual financial information statements or a material amendment to the previously filed Form 10-K); annual management’s discussion and analysis; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or or amends any interim financial statements or interim management's discussion and analysis or (iv) files a current report on Form 8-K containing amended financial information (at any other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under time reasonably requested by the Exchange Act Agent (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date”), the Company Corporation shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(mA within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m8(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Corporation files its audited annual financial statements. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date on which when the Company Corporation relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m8(m), then before the Company Corporation delivers a the Placement Notice or the Agent sells sell any Placement Shares pursuant theretoShares, the Company Corporation shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Securities are sold pursuant to the terms of this agreement Agreement and: (the “First Placement Notice Date”1) and each time the Company: (i) files the Prospectus relating to the Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is to “furnishedfurnish” information pursuant to Item 2.02 or Item 7.01 of Form 8-KK (including in an earnings release)) under the Exchange Act Act; and (2) at any other time reasonably requested by Barclays (each such date of filing of one or more of the documents referred to in clauses (iSection 7(o)(1) through (ivand any time of request pursuant to this Section 7(o)(2) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Barclays with a certificate, in the form attached hereto as Exhibit 7(m) F, within three Trading Days following any Representation Date (modified, as necessary, to relate to except in the Registration Statement and case of a waiver under the Prospectus as then amended or supplementedfollowing sentence (a “Waiver”), within two Trading Days of any Representation Datein which case such certificate shall be furnished with or preceding the relevant Placement Notice). The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Barclays with a certificate under this Section 7(m7(o), then then, before the Company delivers a the Placement Notice or the Agent Barclays sells any Placement Shares pursuant theretoSecurities, the Company shall provide the Agent Barclays with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or; (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; or (each v) files any amendment to any of the types of filings described in the foregoing (ii), (iii) or (iv) containing amended or additional financial information or other material information; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) v), and each date reasonably requested by a Distribution Agent, shall be a “Representation Date.”), ) the Company shall furnish the Distribution Agent (but in the case of clause (iv) and (v) above only if (1) a Placement Notice is pending or the Distribution Agent determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionor amended Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(1), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Distribution Agent with a certificate under this Section 7(m7(1), then before any of the Company delivers a Placement Notice or the Distribution Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Distribution Agent with a certificate, in the form attached hereto as Exhibit 7(m7(1), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Shares are sold pursuant to the terms of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”"), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by CF&Co. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent CF&Co with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent CF&Co sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time the Company: (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests Agents request such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, effect or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which the Company relied on the waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m), then before the Company delivers a Placement Notice or the either Agent sells any Placement Shares pursuant thereto, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent Agents such further information, certificates and documents as the Agent Agents may reasonably request.

Representation Dates; Certificate. On or prior to the date on which of the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange ActAct (including any Form 10-Q/A containing amended financial information or a material amendment to the previously filed Form 10-Q); or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 8-K with is material to the Commissionoffering of securities of the Company) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(l), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before simultaneously with or prior to the time the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoto such Placement Notice, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), dated of the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) post-effectively amends or supplements the Registration Statement or supplements the Prospectus relating to in either case such that the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendmentaudited financial information contained therein is amended, sticker or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”), ) the Company shall furnish the Agent MLV no later than five (5) Trading Days after each Representation Date (but in the case of clause (iv) above only if (1) a Placement Notice is pending or MLV reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(l), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent MLV with a certificate under this Section 7(m7(l), then before the Company delivers a the Placement Notice or the Agent MLV sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent MLV with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each Each time the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company and the Manager shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Agents with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Upon execution of this Agreement and during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and Agreement, each time the Company: Company (i) files the Prospectuses relating to the Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker amendment or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; ; (ii) files or amends an annual report on Form 1040-K under the Exchange Act (including any F or Form 1020-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); F; (iii) files a quarterly report on Form 10-Q under the Exchange Actor amends annual financial statements pursuant to Canadian Securities Laws; or or (iv) unless otherwise waived by the Agents in writing, files a current report or amends interim financial statements on Form 86-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) above shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Agents with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedincluded in Section 4(d), within two Trading Days of any Representation Date. The requirement to provide a furnish the certificate under set out in this Section 7(m3(p) shall be waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date) ), and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F or Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m)such waiver, then before the Company delivers a Placement the Agency Transaction Notice or the Agent sells Agents sell any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, the certificate set out in the form attached hereto as Exhibit 7(mthis Section 3(p), dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Notes) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Notes by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesNotes; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) files a its quarterly report or semi-annual financial statements on Form 106-Q K under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”), ) the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 86-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(l), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares Notes following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant theretoNotes, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to of this agreement Agreement and: (the “First Placement Notice Date”1) and each time the Company: (i) a. files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) b. files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) c. files a quarterly report Quarterly Report on Form 10-Q under the Exchange Act; or (iv) d. files a current report on Form 8-K containing amended financial information (other than an earnings release that is or to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by the Agents (each such date of filing of one or more of the documents referred to in clauses (i1)(a) through (ivd) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Agents with a certificate, in the form attached hereto as Exhibit 7(mC within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(o)(2) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m7(o), then before the Company delivers a the Placement Notice or the Agent sells Agents sell any Placement Shares pursuant theretoSecurities, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m)C, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior (1) Prior to the date on which of the Company first delivers a Placement Notice pursuant to this agreement and (the “First Placement Notice Date”2) and each time the Company: (i) files a prospectus or prospectus supplement relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesProspectus; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 8-K with the Commissionis material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(m) (and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which a Suspension is in effect or there is no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which the Company relied on the waiver referred to when a Suspension was in the previous sentence effect or when there was no Placement Notice in effect and did not provide the Agent with a certificate under this Section 7(m7(l), then before the Company delivers a the instructions for the sale of Placement Notice Shares or the Agent sells any Placement Shares pursuant theretoto such instructions, the Company shall provide the Agent with a certificate, certificate in the form attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), dated of the date that the instructions for the sale of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably requestShares are issued.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each Each time the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company and the Manager shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or Three Trading Days prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent CF&Co with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent CF&Co sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to of this agreement Agreement and within five (the “First Placement Notice Date”5) and trading days of each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iviii) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date”), ) the Company shall furnish the Agent (but in the case of clause (iviii) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m7(l) (modifiedthe “Representation Date Certificate”); provided however, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a certificate under this Section 7(m) Representation Date Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m)Representation Date Certificate, then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m)Representation Date Certificate, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time the Company: (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(k) of this Agreement) by means of a post-effective amendment, sticker or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information of the Company that amends financial information included in a previously filed Form 10-K or Form 10-Q of the Company (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m7(l) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which the Company relied on the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) is given hereunder and each time the Company: Company subsequently thereafter (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this AgreementAgreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents and each other date referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Sales Agent within three (3) Trading Days after each Representation Date (but in the case of clause (iv) above only if (1) a Placement Notice is pending or either of the Sales Agent determines in effect and (2) its sole discretion that the Agent requests such certificate within three Business Days after the filing of information contained in such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Sales Agent with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Sales Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to the offering of securities other than the Common Stock) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which the Company relied on the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company Securities are first delivers a Placement Notice sold pursuant to the terms of this agreement (the “First Placement Notice Date”) and each time the CompanyAgreement and: (i) each time the Company files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but but, except as set forth in clauses (ii), (iii) and (iv) below, not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) each time the Company files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) each time the Company files a current report on Form 8-K containing amended financial information (other than an earnings release that is or to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Placement Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented)G-1, within two (2) Trading Days of after any Representation Date. The requirement to provide a certificate under this Section 7(m7(a)(15) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter date shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which the Company relied on the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Shares are sold pursuant to the terms of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) ▇▇▇▇▇▇ ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date, if requested by ▇▇▇▇▇▇ ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent ▇▇▇▇▇▇ ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent ▇▇▇▇▇▇ ▇▇▇▇▇ sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent ▇▇▇▇▇▇ ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably requestif requested by ▇▇▇▇▇▇ ▇▇▇▇▇.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) K under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), B within two three Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(o), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m)B, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: Company (i) amends or supplements the Registration Statement, the ADS Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement, the ADS Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 20-F or Form 10-K, as applicable, under the Exchange Act; (iii) files its half-year consolidated financial statements on Form 6-K under the Exchange Act Act; (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iiiiv) files a quarterly report on Form 10-Q under the Exchange Act; or or (ivv) files a current report on Form 6-K or Form 8-K K, as applicable, containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-Krelease) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter period shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent ▇▇▇▇▇ sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement Agreement (the “First Placement Notice Date”) and each time the Company: (i) files a Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the U.S. Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or the U.S. Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-Kan “Annual Reporting Date”); (iii) files a or furnishes quarterly report financial statements on Form 106-Q K under the Exchange Act; or (iv) files or furnishes a current report on Form 86-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-Krelease) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(n), within two three (3) Trading Days of any Representation DateDate if requested by the Agent. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 20-F or Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(n), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or; (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; or (each v) files any amendment to any of the types of filings described in the foregoing (ii), (iii) or (iv) containing amended or additional financial information or other material information; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) v), and each date reasonably requested by a Distribution Agent, shall be a “Representation Date.”), ) the Company shall furnish the Agent Distribution Agents (but in the case of clause (iv) and (v) above only if (1) a Placement Notice is pending or any of the Distribution Agents determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionor amended Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(1), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Distribution Agents with a certificate under this Section 7(m7(1), then before any of the Company delivers a Placement Notice or the Agent Distribution Agents sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Distribution Agents with a certificate, in the form attached hereto as Exhibit 7(m7(1), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) i. amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities, by means of a post-effective amendment, sticker sticker, or supplement supplement, but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) . files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) . files a quarterly report Quarterly Report on Form 10-Q under the Exchange Act; or (iv) . files a current report Current Report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”), ) the Company shall furnish the Agent Virtu (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the CommissionVirtu reasonably requests) with a certificate, in the form attached hereto as Exhibit 7(mA within five (5) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date, provided, however, in the case of clause (i) above, the Company shall furnish Virtu with a certificate, in the form attached hereto as Exhibit A on or prior to the date of the filing of the first Prospectus Supplement relating to the Securities. The requirement to provide a certificate under this Section 7(m7(1) shall be deemed waived by Virtu for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares Securities following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Virtu with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent Virtu sells any Placement Shares pursuant theretoSecurities, the Company shall provide the Agent Virtu with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares or a prospectus supplement filed in accordance with Section 7(k) of this Agreement) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act ); (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if (1) a Placement Notice is pending or any of the Agents reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m7(1) within five (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 5) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(1) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent sells Agents sell any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m7(1), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) files a its quarterly report or semi-annual financial statements on Form 106-Q K under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”), ) the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 86-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(1), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(1), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date” and each date of filing one or more of the documents referred to in clause (ii) shall be a “10-K Representation Date”), ) the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 8-K with the Commissionis material) with (a) a certificate, in the form attached hereto as Exhibit 7(m7(l)(a) (modifiedthe “Representation Date Certificate”) and a certificate, in the form attached hereto as necessaryExhibit 7(l)(b) (the “CFO Certificate”); provided, to relate to the Registration Statement and the Prospectus as then amended or supplemented)however, within two Trading Days of any if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate and CFO Certificate. The requirement to provide a certificate under this Section 7(m) Representation Date Certificate and CFO Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; provided, however, that such waiver shall not apply for any 10-K Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m)Representation Date Certificate and CFO Certificate, then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m)Representation Date Certificate and CFO Certificate, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to During the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and Agreement, each time the Company: Corporation (i) amends or supplements the Registration Statement or files the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) or amends or supplements the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker an amendment or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or to the Prospectus relating to the Placement Shares; ; (ii) files or amends an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended information form, audited annual financial information statements or a material amendment to the previously filed Form 10-K); annual management’s discussion and analysis; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or or amends any interim financial statements or interim management's discussion and analysis or (iv) files a current report on Form 8-K containing amended financial information (at any other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under time reasonably requested by the Exchange Act Agent (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date”), the Company Corporation shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(mA within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Corporation files its audited annual financial statements. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date on which when the Company Corporation relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m8(n), then before the Company Corporation delivers a the Placement Notice or the Agent sells sell any Placement Shares pursuant theretoShares, the Company Corporation shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time thereafter during the Company: term of this Agreement the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is or other information “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent C▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and pending, (2) C▇▇▇▇ reasonably determines that the Agent information contained in such Form 8-K is material to a holder of Common Stock and (3) C▇▇▇▇ requests such certificate within three Business Days (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by C▇▇▇▇. The requirement to provide a certificate under this Section 7(m7(n) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares in an Agency Transaction following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent C▇▇▇▇ with a certificate under this Section 7(m7(n), then before the Company delivers a the Placement Notice or the Agent C▇▇▇▇ sells any Placement Shares pursuant theretoto such Agency Transaction, the Company shall provide the Agent C▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of such the Placement Notice. Within two Trading Days of each Representation DateWith respect to any Principal Transaction pursuant to a Terms Agreement, the Company certificate in the form attached hereto as Exhibit 7(n) shall have furnished to be delivered at the Agent such further information, certificates and documents as the Agent may reasonably requestPrincipal Settlement Date.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Securities are sold pursuant to the terms of this agreement Agreement or any Alternative Distribution Agreement and: (the “First Placement Notice Date”1) and each time the Company: (i) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; and (2) at any other time reasonably requested by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(mF within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ with a certificate under this Section 7(m7(o), then before the Company delivers a the Placement Notice or the Agent sells ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ any Placement Shares pursuant theretoSecurities, the Company shall provide the Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares or a prospectus supplement filed in accordance with Section 7(k) of this Agreement) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act ); (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if (1) a Placement Notice is pending or any of the Agents reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m7(1) within five (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 5) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(1) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent sells Agents sell any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m7(1), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which term of this Agreement the Company first delivers (each date of filing of one or more of the documents referred to in clauses (i) through (iv) below shall be a Placement Notice pursuant to this agreement (the “First Placement Notice Representation Date”) and each time the Company:): (i) amends Amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), Act; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(l), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) is given hereunder and each time the Company: Company subsequently thereafter (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this AgreementAgreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents and each other date referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Sales Agent within three (3) Trading Days after each Representation Date (but in the case of clause (iv) above only if (1) a Placement Notice is pending or the Sales Agent reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Sales Agent with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Sales Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Shares are sold pursuant to the terms of this agreement (the “First Placement Notice Date”) Agreement, and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by CF&Co. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent CF&Co with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent CF&Co sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Units are sold pursuant to the terms of this agreement Agreement and: (the “First Placement Notice Date”1) and each time the CompanyPartnership: (i) files the Prospectus relating to the Units or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Units by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesUnits; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is or to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; (2) at any time the Units are delivered to any Manager as principal pursuant to a Terms Agreement; and (3) at any other time reasonably requested by the Managers (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (iv) and any time of request pursuant to this Section 4(n) shall be a “Representation Date”), the Company Partnership shall furnish the Agent Managers (but or in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) above, the Agent requests relevant Manager party to such certificate within three Business Days after the filing of such Form 8-K with the CommissionTerms Agreement) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), F within two three Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m4(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice instruction by the Partnership to any Manager to sell Units under this Agreement is pending or in effect, or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company Partnership delivers a Placement Notice hereunder an instruction to any Manager to sell Units pursuant to Section 3(a) hereof (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company Partnership subsequently decides to sell Placement Shares Units following a Representation Date on which when the Company Partnership relied on the such waiver referred to in the previous sentence and did not provide the Agent Managers with a certificate under this Section 7(m4(n), then before the Company Partnership delivers a Placement Notice an instruction pursuant to Section 3(a) or the Agent any Manager sells any Placement Shares pursuant theretoUnits, the Company Partnership shall provide the Agent such Manager with a certificate, in the form attached hereto as Exhibit 7(m)F, dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably requestinstruction.

Representation Dates; Certificate. On or prior to Each time during the date on which term of this Agreement that the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time the CompanyPartnership: (i) i. amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities, by means of a post-effective amendment, sticker sticker, or supplement supplement, but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) . files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) . files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) . files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”), ) the Company Partnership shall furnish the Agent Virtu (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the CommissionVirtu reasonably requests) with a certificate, in the form attached hereto as Exhibit 7(mA within five (5) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date, provided, however, in the case of clause (i) above, the Partnership shall furnish Virtu with a certificate, in the form attached hereto as Exhibit A on or prior to the date of the filing of the first Prospectus Supplement relating to the Securities. The requirement to provide a certificate under this Section 7(m7(1) shall be deemed waived by Virtu for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Partnership files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Partnership subsequently decides to sell Placement Shares Securities following a Representation Date on which when the Company Partnership relied on the such waiver referred to in the previous sentence and did not provide the Agent Virtu with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent Virtu sells any Placement Shares pursuant theretoSecurities, the Company Partnership shall provide the Agent Virtu with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: (i) 7.12.1. files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) 7.12.2. files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended that contains restated financial information or a material amendment to the previously filed Form 10-Kstatements); (iii) 7.12.3. files a quarterly an interim financial report on Form 106-Q K under the Exchange Act; or (iv) 7.12.4. files a current report of foreign private issuer on Form 86-K containing amended audited financial information (other than an earnings release that is information “furnished” pursuant or to Item 2.02 or Item 7.01 provide disclosure relating to the reclassification of Form 8-Kcertain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) 7.12.1 through (iv) shall 7.12.4 will be a “Representation Date”), ; the Company shall will furnish the Sales Agent (but in the case of clause (iv) 7.12.4 above only if (1) a Placement Notice is pending or Sales Agent reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 86-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date7.12.4. The requirement to provide a certificate under this Section 7(m) shall 7.12 will be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall will continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver will not apply for any Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on for which the Company relied on the such waiver referred to in the previous sentence and did not provide the Sales Agent with a certificate under this Section 7(m)7.12, then before the Company delivers a the Placement Notice or the Sales Agent sells any Placement Shares pursuant theretoShares, the Company shall will provide the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m)7.12.4, dated as of the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to of this agreement (the “First Placement Notice Date”) Agreement and each time during the term of this Agreement the Company: (i) files the Prospectus relating to the Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report Annual Report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended restated financial information statements or a material amendment to the previously filed Annual Report on Form 10-K); (iii) files a quarterly report Quarterly Report on Form 10-Q under the Exchange Act; or or (iv) files a current report Current Report on Form 8-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act containing amended financial statements, but excluding any Current Report on Form 8-K or part thereof under Item 7.01 or Item 2.02 of Regulation S-K of the Commission that is considered “furnished” under the Exchange Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(mA within five (5) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any each Representation Date. The Notwithstanding the foregoing and Sections 7(n), 7(o) and 7(p) hereof, the requirement to provide counsel opinions and negative assurance letters, a comfort letter, a Chief Financial Officer’s certificate and a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) ); provided, however, that such waiver shall not apply for any Representation Date on which the next occurring Representation Date. Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with the counsel opinions and negative assurance letters, a comfort letter, a Chief Financial Officer’s certificate and a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide cause the Agent with counsel opinions and negative assurance letters, comfort letter, certificates and other documents that would be delivered on a certificateRepresentation Date to be delivered to the Agent, in the form attached hereto as Exhibit 7(m), each dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: (i) files the Prospectus relating to the Placement ADSs or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement ADSs) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) ADSs by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesADSs; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended that contains restated financial information or a material amendment to the previously filed Form 10-Kstatements);; or (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 86-K containing (a) interim financial statements or (b) amended audited financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall will be a “Representation Date”), ; the Company shall will furnish the Agent Aegis (but in the case of clause (iviii) above only if (1) a Placement Notice is pending or Aegis reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 86-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. A. The requirement to provide a certificate under this Section 7(m7(l) shall will be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall will continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver will not apply for any Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares ADSs following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Aegis with a certificate under this Section 7(m7(l), then before the Company delivers a the Placement Notice or the Agent Aegis sells any Placement Shares pursuant theretoADSs, the Company shall will provide the Agent Aegis with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended audited financial information or a material amendment to the previously filed Form 1020-KF); (iii) files a quarterly report on Form 106-Q K containing interim financial statements under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item 2.02 Form 6-K or Item 7.01 to provide disclosure pursuant to Form 6-K relating to the reclassification of Form 8-Kcertain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ) the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if (1) a Placement Notice is pending or any Agent reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 86-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(1), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation DateDate (which also may be waived in accordance with this section). Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent sells Agents sell any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m7(1), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and Delivery Date and, thereafter, each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release or other information that is “furnished” pursuant to Item furnished and not filed under Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent ▇▇▇▇▇ sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Shares are sold pursuant to the terms of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Financial Accounting Standards Board Accounting Standards Codification Subtopic 205-20) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(n), within two three (3) Trading Days of any Representation DateDate if requested by CF&Co. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent CF&Co with a certificate under this Section 7(m7(n), then before the Company delivers a the Placement Notice or the Agent CF&Co sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time after the Company: First Delivery date the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-Krelease) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Cowen with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent Cowen sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this AgreementAgreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended financial information or a material amendment to the previously filed Form 1020-KF); ; (iii) files a quarterly report on Form 106-Q K under the Exchange ActAct incorporated into the Registration Statement containing financial statements, supporting schedules or other financial information; or or (iv) files a current report on Form 86-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act incorporated into the Registration Statement containing amended financial information; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and Noble within two (2) the Agent requests such certificate within three Business Trading Days after the filing of such Form 8-K with the Commission) each Representation Date with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Noble with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent Noble sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Noble with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares or a prospectus supplement filed in accordance with Section 7(k) of this Agreement) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act ); (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if (1) a Placement Notice is pending or any of the Agents reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m7(l) within five (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 5) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be automatically waived during any Suspension and for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent sells Agents sell any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m7(1), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: (i) amends or supplements files the Registration Statement or the U.S. Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement filed in accordance with Section 7(lrelating solely to an offering of securities other than the Placement Shares) of this Agreement) the Registration Statement or the U.S. Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the U.S. Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F or Form 40-F under the Exchange Act (including any Form 1020-KF/A or Form 40-F/A containing amended financial information statements or a material amendment to the previously filed Form 1020-KF); (iii) files a furnishes its quarterly report financial statements on Form 106-Q K under the Exchange Act; or (iv) files furnishes a current report on Form 86-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) statements under the Exchange Act (each Act. Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), . the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) CF&Co with a certificate, in the form attached hereto as Exhibit 7(mD within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any after Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent CF&Co with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent CF&Co sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Ladenburg with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Ladenburg with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent Ladenburg sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Ladenburg with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time thereafter during the Company: term of this Agreement the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l‎7(m) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is or other information “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent ▇▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and pending, (2) ▇▇▇▇▇ reasonably determines that the Agent information contained in such Form 8-K is material to a holder of Common Stock and (3) ▇▇▇▇▇ requests such certificate within three Business Days (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m‎7(n) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares in an Agency Transaction following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent ▇▇▇▇▇ with a certificate under this Section 7(m‎7(n), then before the Company delivers a the Placement Notice or the Agent ▇▇▇▇▇ sells any Placement Shares pursuant theretoto such Agency Transaction, the Company shall provide the Agent ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of such the Placement Notice. Within two Trading Days of each Representation DateWith respect to any Principal Transaction pursuant to a Terms Agreement, the Company certificate in the form attached hereto as Exhibit 7(n) shall have furnished to be delivered at the Agent such further information, certificates and documents as the Agent may reasonably requestPrincipal Settlement Date.

Representation Dates; Certificate. On or prior to During the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and Agreement, each time the Company: Corporation (i) files the Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker amendment or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; ; (ii) files or amends an annual report on Form 1040-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); F; (iii) files a quarterly report or amends interim financial statements on Form 106-Q under the Exchange ActK; or or (iv) files a current report on Form 8-K containing amended financial information (at any other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date”), the Company Corporation shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Agents with a certificate, in the form attached hereto as Exhibit 7(mA within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company Corporation delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Corporation files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company Corporation subsequently decides to sell Placement Shares following a Representation Date on which when the Company Corporation relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m8(n), then before the Company Corporation delivers a the Placement Notice or the Agent sells Agents sell any Placement Shares pursuant theretoShares, the Company Corporation shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and thereafter each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 1020-F or Form 40-F under the Exchange Act; (iii) furnishes a report to the Commission on Form 6-K containing unaudited interim financial statements and management’s discussion and analysis on Form 6-K under the Exchange Act (including any Form 10-K/A containing amended financial information collectively, “Quarterly Reports”); or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files furnishes a current report to the Commission on Form 86-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing or furnishing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”"), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) C▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 20-F or Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent C▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent C▇▇▇▇ sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent C▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of The Company agrees to incorporate by reference into the Prospectus each Representation Date, the Company shall have furnished report it furnishes to the Agent Commission on Form 6-K containing Quarterly Reports and amended financial information simultaneous with the furnishing of such further information, certificates and documents as the Agent may reasonably requestreport.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to of this agreement Agreement and (the “First Placement Notice Date”1) and each time the Company: (i) files the Prospectus relating to the Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Securities) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act, or (2) at any other time reasonably requested by the Agents (each date of filing of one or more of the documents referred to in clauses clause (i1) through and any time of request pursuant to clause (iv2) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Agents with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), E within two (2) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to for any Placement Noticeof the Agents, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m7(o), then before the Company delivers a the Placement Notice to any Agent or the any Designated Agent sells any Placement Shares pursuant theretoSecurities, (i) the Company shall provide the Agent Agents with a certificate, certificate in the form attached hereto as Exhibit 7(m)E, dated the date of such the Placement Notice. Within two Trading Days , and (ii) the opinions and comfort letters referred to in Sections 7(p), (q) and (r) shall also be provided, dated the date of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably requestPlacement Notice.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each Each time the Company: (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended that contains restated financial information or a material amendment to the previously filed Form 10-Kstatements); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall will be a “Representation Date”), ; the Company shall will furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. A. The requirement to provide a certificate under this Section 7(m7(l) shall will be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall will continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall will provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement Agreement (the “First Placement Notice Date”) and each time the Company: (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker or supplement but not by means of incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; (v) effects a Block Sale in accordance with Section 3 of this Agreement (each event or date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two one Trading Days Day of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Notice, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which the Company relied on the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such Placement Notice. Within two one Trading Days Day of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which First Delivery Date and thereafter, during the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) Agreement, and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is or other information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), Date”); the Company shall furnish the Agent Agents (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and pending, (2) the Agent requests Agents reasonably determine that the information contained in such Form 8-K is material to a holder of Common Stock and (3) the Agents request such certificate within three Business two (2) Trading Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two (2) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1i) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2ii) the next occurring Representation Date. Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent Agents sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each Each time the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K) (each, a “10-K Representation Date”); ; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) K under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(mB within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m)B, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the commencement date on which the Company first delivers a Placement Notice pursuant to of this agreement (the “First Placement Notice Date”) Agreement and each time thereafter that the Company: (i) files a new Prospectus relating to the Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each Act. Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the . The Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Distribution Agents with a certificate, in the form attached hereto as Exhibit 7(mD within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring date the Company and the Distribution Agents mutually agree as a “Representation Date” for the purpose of providing the deliverables required under this Agreement to be provided on a Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Distribution Agents with a certificate under this Section 7(m7(n), then before the Company delivers a the Placement Notice or the Agent sells Distribution Agents sell any Placement Shares pursuant theretoShares, the Company shall provide the Agent Distribution Agents with a certificate, in the form attached hereto as Exhibit 7(m)D, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Shares are sold pursuant to the terms of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) K under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) CF&Co with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to no later than the Registration Statement and the Prospectus as then amended or supplemented), within two third Trading Days of Day after any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) ); provided, however, that such waiver shall not apply for any Representation Date on which the next occurring Representation DateCompany files its annual report on Form 10—K. Such waiver shall be automatically reinstated immediately following the final Settlement Date with respect to the Placement Shares covered by such Placement Notice. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent CF&Co with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent CF&Co sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Shares are sold pursuant to the terms of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) CF&Co with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by CF&Co. The requirement to provide a certificate under this Section 7(m7(n) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent CF&Co with a certificate under this Section 7(m7(n), then before the Company delivers a the Placement Notice or the Agent CF&Co sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(m)7(n) , dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: Company (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means the filing of incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; Incorporated Documents; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K under the Exchange Act containing amended audited financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) HCW with a certificate, in the form attached hereto as Exhibit 7(m) within five (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 5) Trading Days of any Representation DateDate if requested by HCW. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(n) and (27(o) hereof) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent HCW with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent HCW sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent HCW with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: Company (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-Krelease) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver US-DOCS\111349286.7 shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent ▇▇▇▇▇ sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice is given pursuant to this agreement (the “First Placement Notice Date”) Agreement and each time the Company: Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) or (B) a supplement or amendment that relates to an offering of this Agreementsecurities other than the Shares) by means of a post-effective amendment, sticker sticker, or supplement supplement, but not by means of incorporation of document(s) by reference into in the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent BTIG within three (3) Trading Days after each Representation Date (but in the case of clause (iv) above only if (1) a Placement Notice is pending or BTIG reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to during any Placement NoticeSuspension Period, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) ), the expiration of any applicable Suspension Period, and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent BTIG with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent BTIG sells any Placement Shares pursuant theretoin an Agency Transaction, the Company shall provide the Agent BTIG with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice for such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably requestAgency Transaction.

Representation Dates; Certificate. On or prior to During the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and Agreement, each time the Company: Company (i) files the Prospectuses relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker amendment or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; ; (ii) files or amends an annual report on Form 1040-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); F; (iii) files a quarterly report or amends interim financial statements on Form 106-Q under the Exchange ActK; or or (iv) files a current report on Form 8-K containing amended financial information (at any other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii) and any time of request pursuant to (iv) above shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Agents with a certificate, in the form attached hereto as Exhibit 7(mA within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m8(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 40-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m8(n), then before the Company delivers a the Placement Notice or the any Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a the certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time thereafter during the Company: term of this Agreement the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l‎7(m) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is or other information “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent C▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and pending, (2) C▇▇▇▇ reasonably determines that the Agent information contained in such Form 8-K is material to a holder of Common Stock and (3) C▇▇▇▇ requests such certificate within three Business Days (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by C▇▇▇▇. The requirement to provide a certificate under this Section 7(m‎7(n) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares in an Agency Transaction following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent C▇▇▇▇ with a certificate under this Section 7(m‎7(n), then before the Company delivers a the Placement Notice or the Agent Cowen sells any Placement Shares pursuant theretoto such Agency Transaction, the Company shall provide the Agent C▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of such the Placement Notice. Within two Trading Days of each Representation DateWith respect to any Principal Transaction pursuant to a Terms Agreement, the Company certificate in the form attached hereto as Exhibit 7(n) shall have furnished to be delivered at the Agent such further information, certificates and documents as the Agent may reasonably requestPrincipal Settlement Date.

Representation Dates; Certificate. On or prior to the date on which that the Company Securities are first delivers a Placement Notice sold pursuant to the terms of this agreement (the “First Placement Notice Date”) and each time the CompanyAgreement and: (i) each time the Company files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act (including any each date of filing of the Company’s annual report on Form 10-K/A containing amended financial information or K shall be a material amendment to the previously filed Form “10-KK Representation Date”); (iii) each time the Company files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) each time the Company files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Placement Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement I and the Prospectus Advisor shall furnish the Placement Agent with a certificate, in the form attached hereto as then amended or supplemented)Exhibit J, each within two three (3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date; provided, however, that such waiver shall not apply for any 10-K Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Placement Agent with a certificate the certificates required under this Section 7(m7(o), then before the Company delivers a the Placement Notice or the Placement Agent sells any Placement Shares pursuant theretoSecurities, the Company shall provide the Placement Agent with a certificate, in the form attached hereto as Exhibit 7(m)I and the Advisor shall provide the Placement Agent with a certificate in the form attached hereto as Exhibit J, each dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: Company (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means the filing of incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Placement Shares; Incorporated Documents; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K under the Exchange Act containing amended audited financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Northland with a certificate, in the form attached hereto as Exhibit 7(m) within five (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 5) Trading Days of any Representation DateDate if requested by Northland. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(n) and (27(o) hereof) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Northland with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent Northland sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Northland with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to delivery of the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) hereunder, and each time after the Company: Company (i) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended that contains restated financial information or a material amendment to the previously filed Form 10-K); statements; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K under the Exchange Act containing amended audited financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) HCW with a certificate, in the form attached hereto as Exhibit 7(m) within five (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 5) Trading Days of any Representation DateDate if requested by HCW. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date, including for purposes of Sections 7(n) and (2o) hereof) and the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent HCW with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent HCW sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent HCW with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: (i) files the Prospectus relating to the Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Securities) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each Act, or Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), .” the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) CF&Co with a certificate, in the form attached hereto as Exhibit 7(mE within three (3) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent CF&Co with a certificate under this Section 7(m7(n), then before the Company delivers a the Placement Notice or the Agent CF&Co sells any Placement Shares pursuant theretoSecurities, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(m)E, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended financial audited fmancial information or a material amendment to the previously filed Form 1020-KF); (iii) files a its quarterly report or semi-annual financial statements on Form 106-Q K under the Exchange Act; or (iv) files a current report on Form 86-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; (each Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”), ) the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 86-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(1), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(1), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) post-effectively amends or supplements the Registration Statement or supplements the Prospectus relating to in either case such that the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendmentaudited financial information contained therein is amended, sticker or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended audited financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ) the Company shall furnish the Agent Agents no later than five (5) Trading Days after each Representation Date (but in the case of clause (iv) above only if (1) a Placement Notice is pending or either of the Agents reasonably determines that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(l), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m7(l), then before the Company delivers a the Placement Notice or the Agent Agents sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Delivery Date”) , and each time thereafter during the Company: term of this Agreement, the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is or other information “furnished” pursuant to Item 2.02 under Items 2.02, 7.01. or Item 7.01 9.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date, if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent ▇▇▇▇▇ sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time thereafter during the Company: term of this Agreement the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a quarterly report on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is or other information “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent Cowen (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and pending, (2) Cowen reasonably determines that the Agent information contained in such Form 8-K is material to a holder of Common Stock and (3) Cowen requests such certificate within three Business Days (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m7(n) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by Cowen. The requirement to provide a certificate under this Section 7(m7(n) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares in an Agency Transaction following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Cowen with a certificate under this Section 7(m7(n), then before the Company delivers a the Placement Notice or the Agent Cowen sells any Placement Shares pursuant theretoto such Agency Transaction, the Company shall provide the Agent Cowen with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of such the Placement Notice. Within two Trading Days of each Representation DateWith respect to any Principal Transaction pursuant to a Terms Agreement, the Company certificate in the form attached hereto as Exhibit 7(n) shall have furnished to be delivered at the Agent such further information, certificates and documents as the Agent may reasonably requestPrincipal Settlement Date.

Representation Dates; Certificate. On or Three Trading Days prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Ladenburg with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Ladenburg with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent Ladenburg sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Ladenburg with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) Delivery Date and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent ▇▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionpending) with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days 3) trading days of any Representation DateDate if requested by ▇▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent ▇▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent ▇▇▇▇▇ sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent ▇▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Shares are sold pursuant to the terms of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l7(m) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Representation Date”"), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) CF&Co with a certificate, in the form attached hereto as Exhibit 7(m7(n) within ten (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 10) Trading Days of any Representation DateDate if requested by CF&Co. The requirement to provide a certificate under this Section 7(m7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent CF&Co with a certificate under this Section 7(m7(n), then before the Company delivers a the Placement Notice or the Agent CF&Co sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent CF&Co with a certificate, in the form attached hereto as Exhibit 7(m7(n), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which term of this Agreement that the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each time the CompanyPartnership: (i) i. amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) Securities, by means of a post-effective amendment, sticker sticker, or supplement supplement, but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) . files an annual report on Form 1020-K F under the Exchange Act (including any Form 1020-KF/A containing amended financial information or a material amendment to the previously filed Form 1020-KF);; or (iii) files a quarterly report . furnishes its unaudited interim financial statements and management’s discussion and analysis on Form 106-Q K under the Exchange Act or any date on which an amendment to any such document is filed or furnished under the Exchange Act; or . (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each Each date of filing of one or more of the documents referred to in clauses (i) through (iviii) shall be a “Representation Date.”), ) the Company Partnership shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Agents with a certificate, in the form attached hereto as Exhibit 7(mA within five (5) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two Trading Days of any Representation Date, provided, however, in the case of clause (i) above, the Partnership shall furnish the Agents with a certificate, in the form attached hereto as Exhibit A on or prior to delivery of the first Placement Notice relating to the Securities. The requirement to provide a certificate under this Section 7(m7(1) shall be deemed waived by the Agents for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Partnership files its annual report on Form 20-F. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company Partnership subsequently decides to sell Placement Shares Securities following a Representation Date on which when the Company Partnership relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent sells Agents sell any Placement Shares pursuant theretoSecurities, the Company Partnership shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m)A, dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which of the first Placement Notice delivered by the Company first delivers a Placement Notice pursuant to this agreement the Agent (such date, the “First Placement Notice Date”") and each time the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange ActAct (including any Form 10-Q/A containing amended financial information or a material amendment to the previously filed Form 10-Q); or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), .") the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after reasonably determines that the filing of information contained in such Form 8-K with the Commissionis material) with a certificatecertificate dated the Representation Date, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(l), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(l), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(l), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which the Company first delivers a Placement Notice pursuant to this agreement (the “First Placement Notice Date”) and each Each time the Company: : (i) files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); ; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or Act or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company and the Operating Agreement shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Agents with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent Agents with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Shares are sold pursuant to the terms of this agreement Agreement, (the “First Placement Notice Date”A) and each time the Company: Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; ; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Financial Accounting Standards Board Accounting Standards Codification Subtopic 205-20) under the Exchange Act and (B) (i) upon recommencement after a suspension in accordance with Section 4 hereof; or (ii) at any other time reasonably requested by KeyBanc (each date of filing of one or more of the documents referred to in clauses (iclauses(A)(i) through (iv), any date of recommencement after a suspension and any time of request pursuant to this Section 7(m) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) KeyBanc with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent KeyBanc with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent KeyBanc sells any Placement Shares pursuant theretoShares, the Company shall provide the Agent KeyBanc with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to Each time during the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and each time Agreement that the Company: (i) amends or supplements (other than by means of a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is information “furnished” pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations or the reclassification of segments under the Exchange Act Act; (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ) the Company shall furnish to the Agent Agents (but in the case of clause (iv) above only if (1) a Placement Notice is pending or the Agents reasonably determine that the information contained in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commissionis material) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented7(1), within two Trading Days of any Representation Date. The requirement to provide a certificate under this Section 7(m7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) on or before the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m7(1), then before the Company delivers a Placement Notice or the Agent sells Agents sell any Placement Shares pursuant theretoShares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m7(1), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company first delivers a Placement Notice Units are sold pursuant to the terms of this agreement (the “First Placement Notice Date”) Agreement and each time the Company: Company (i) files the Prospectus relating to the Placement Units or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Units (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but not by means of incorporation of document(s) documents by reference into to the Registration Statement or the Prospectus relating to the Placement Shares; Units; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); Act; (iii) files a its quarterly report reports on Form 10-Q under the Exchange Act; or or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release that is release, to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-KK or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) M▇▇▇▇▇ T▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m) within three (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within two 3) Trading Days of any Representation DateDate if requested by M▇▇▇▇▇ T▇▇▇▇. The requirement to provide a certificate under this Section 7(m) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (2) the next occurring Representation Date. ; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Units following a Representation Date on which when the Company relied on the such waiver referred to in the previous sentence and did not provide the Agent M▇▇▇▇▇ T▇▇▇▇ with a certificate under this Section 7(m), then before the Company delivers a the Placement Notice or the Agent M▇▇▇▇▇ T▇▇▇▇ sells any Placement Shares pursuant theretoUnits, the Company shall provide the Agent M▇▇▇▇▇ T▇▇▇▇ with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such the Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to the date on which that the Company Securities are first delivers a Placement Notice sold pursuant to the terms of this agreement (the “First Placement Notice Date”) and each time the CompanyAgreement and: (i) each time the Company files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares Securities (other than a prospectus supplement amendments or supplements that are filed in accordance with Section 7(l) solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker sticker, or supplement but but, except as set forth in clauses (ii), (iii) and (iv) below, not by means of incorporation of document(s) documents by reference into the Registration Statement or the Prospectus relating to the Placement SharesSecurities; (ii) each time the Company files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K)Act; (iii) each time the Company files a its quarterly report reports on Form 10-Q under the Exchange Act; or (iv) each time the Company files a current report on Form 8-K containing amended financial information (other than an earnings release that is or to “furnishedfurnish” information pursuant to Item Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), ; the Company shall furnish the Placement Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented)G, within two three (3) Trading Days of after any Representation Date. The requirement to provide a certificate under this Section 7(m7(a)(15) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter date shall be considered a Representation Date) and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which the Company relied on the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m), then before the Company delivers a Placement Notice or the Agent sells any Placement Shares pursuant thereto, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

Representation Dates; Certificate. On or prior to During the date on which the Company first delivers a Placement Notice pursuant to term of this agreement (the “First Placement Notice Date”) and Agreement, each time the Company: Company (i) files the Prospectuses relating to the Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker amendment or supplement but not by means of incorporation of document(s) by reference into to the Registration Statement or the Prospectus Prospectuses relating to the Placement Shares; ; (ii) files or amends an annual report on Form 1040-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); F; (iii) files a quarterly report or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files a current report on Form 8-K containing amended or amends annual financial information (other than an earnings release that is “furnished” statements pursuant to Item 2.02 Canadian Securities Laws; (v) files or Item 7.01 of Form 8-Kamends an annual information form; or (vi) under at any other time reasonably requested by the Exchange Act Agents (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) and any time of request pursuant to (vi) above shall be a “Representation Date”), the Company shall furnish the Agent (but in the case of clause (iv) above only if (1) a Placement Notice is pending or in effect and (2) the Agent requests such certificate within three Business Days after the filing of such Form 8-K with the Commission) Agents with a certificate, in the form attached hereto as Exhibit 7(m) (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplementedincluded in Section 4(d), upon execution of this Agreement and within two Trading Days three days of any each Representation Date. The requirement to provide a certificate under furnish the documents set out in this Section 7(m3(o) shall be waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice is pending or in effect, or if a suspension is in effect with respect to any Placement Noticepending, which waiver shall continue until the earlier to occur of (1) the date the Company delivers a Placement an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date) ), and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date on which when the Company relied on the waiver referred to in the previous sentence and did not provide the Agent with a certificate under this Section 7(m)such waiver, then before the Company delivers a Placement Notice the Agency Transaction Notice, or the Agent sells Agents sell any Placement Shares pursuant theretoShares, the Company shall provide the Agent Agents with a certificate, each of the documents set out in the form attached hereto as Exhibit 7(mthis Section 3(o), dated the date of such Placement Notice. Within two Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.