Common use of Representation Dates; Certificate Clause in Contracts

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales Prospectus; (iii) files an annual report on Form 10-K under the Exchange Act; (iv) files its quarterly reports on Form 10-Q under the Exchange Act; or (v) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (v) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with certificates, in the forms attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇. The requirement to provide the certificates under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with certificates under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with certificates, in the forms attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter thereafter, during the term of this Agreement: , each time the Company (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) ▇▇▇▇▇ reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) ▇▇▇▇▇ requests such certificate within three (3) Trading Days after the filing of such Form 8-K with certificatesthe Commission) with a certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of (i) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (ii) the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: (i) the Company files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) the Company files an annual report on Form 10-K under the Exchange Act; (iviii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) the Company files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other to “furnish” information “furnished” under Item pursuant to 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; (v) the Company files an Earnings 8-K or (vi) the Manager reasonably requests (a “Request Date”) (each date of filing of one or more of the documents referred to in clauses (i) through (v) and each Request Date shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Manager with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(n) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Manager. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Manager with certificates a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Manager sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Manager with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(n), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date.”); ) the Company shall furnish ▇▇▇▇▇ MLV (but in the case of clause (v) above only if MLV reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report Annual Report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ MLV with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ MLV sells any Placement Shares, the Company shall provide ▇▇▇▇▇ MLV with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter thereafter, during the term of this Agreement: , each time the Company (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three two (32) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Cowen. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date.”); ) the Company shall furnish ▇▇▇▇▇ MLV (but in the case of clause (iv) above only if MLV reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ MLV with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ MLV sells any Placement Shares, the Company shall provide ▇▇▇▇▇ MLV with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: Agreement the Company (i) files the Prospectus relating to the Placement Shares, (ii) 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (viv) files a current report Current Report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item 2.02 or Item 7.01 of Form 8-Kand not “filed”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) ▇▇▇▇▇ reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report Annual Report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to During the First Delivery Date term of this Agreement, on the date of each Placement Notice given hereunder, promptly upon each request of Canaccord, and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Canaccord (but in the case of clause (iv) above only if Canaccord reasonably determines that the financial information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide the certificates a certificate under this Section 7(m7(p) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Canaccord with certificates a certificate under this Section 7(m7(p), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Canaccord sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Canaccord with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)A, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Securities or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Securities; (iiiii) each time the Company files an annual report on Form 10-K under the Exchange Act; ; (iviii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) each time the Company files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other to “furnish” information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Placement Agent with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) G, within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter date shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with certificates under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with certificates, in the forms attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Securities or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Securities; (iiiii) files an annual report on Form 10-K (including any Form 10-K/A containing amended financial information or a material amendment to the previously field Form 10-K) under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made to “furnish” information contained in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 Manager (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (viv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Manager with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) D and executed by the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Treasurer of the Company, within three five (35) Trading Days after of any such Representation Date if requested by ▇▇▇▇▇Date, and in any event prior to the first sale of Securities pursuant to this Agreement and prior to the first sale of Securities on or after any such Representation Date. The requirement to provide the certificates a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Manager with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Manager sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Manager with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)D, each dated the date of the Placement Notice.

Representation Dates; Certificate. (1) On or prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company subsequently thereafter during the term of this Agreement: Agreement that the Company: (i) files 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, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate dated the Representation Date, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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 a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of 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 the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings). Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide ▇▇▇▇▇ the Agent with certificates a certificate under this Section 7(m7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or ▇▇▇▇▇ the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide ▇▇▇▇▇ the Agent with certificates, a certificate in the forms attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), each dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A that contains restated financial statements); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended audited financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall will be a “Representation Date”); the Company shall will furnish ▇▇▇▇▇ Aegis within five (5) Trading Days of each Representation Date (but in the case of clause (iv) above only if Aegis reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide the certificates a certificate under this Section 7(m7(l) shall will be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall will not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Aegis with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Aegis sells any Placement Shares, the Company shall will provide ▇▇▇▇▇ Aegis with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)A, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date.”); ) the Company shall furnish ▇▇▇▇▇ NSC (but in the case of clause (iv) above only if NSC reasonably determines that the information contained in such Form 8 K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ NSC with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ NSC sells any Placement Shares, the Company shall provide ▇▇▇▇▇ NSC with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales Prospectus; (iii) files an annual report on Form 10-K under the Exchange Act; (iv) files its quarterly reports on Form 10-Q under the Exchange Act; or (v) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (v) shall be a “Representation Date”); the Company shall furnish ▇C▇▇▇▇ with certificates, in the forms attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇C▇▇▇▇. The requirement to provide the certificates under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇C▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇C▇▇▇▇ with certificates under this Section 7(m), then before the Company delivers the Placement Notice or ▇C▇▇▇▇ sells any Placement Shares, the Company shall provide ▇C▇▇▇▇ with certificates, in the forms attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date.”); ) the Company shall furnish ▇▇▇▇▇ MLV (but in the case of clause (v) above only if MLV reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ MLV with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ MLV sells any Placement Shares, the Company shall provide ▇▇▇▇▇ MLV with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during During the term of this Agreement: , each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) Prospectuses relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectuses relating to the Placement Shares; (iiiii) files an annual report on Form 1040-K F or 20-F under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (v) files interim financial statements in a current report on Form 86-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (viii) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) B within three (3) Trading Days after of any such Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m8(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 1040-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. F or 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with certificates a certificate under this Section 7(m8(o), then on or before the Company delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)B, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during During the term of this Agreement: , each time the Company (i) files the Prospectus Prospectuses relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) Prospectuses relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectuses relating to the Placement Shares; (iiiii) files an annual report on Form 1040-K F or 20-F under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (v) files interim financial statements in a current report on Form 86-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (viii) shall be a “"Representation Date”"); , the Company shall furnish ▇▇▇▇▇ the Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) B within three (3) five Trading Days after of any such Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m8(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pendingpending or effective, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 1040-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. F or 20-F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with certificates a certificate under this Section 7(m8(o), then on or before the Company delivers the Placement Notice or ▇▇▇▇▇ sells the Agents sell any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)B, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter thereafter, during the term of this Agreement: , each time the Company (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three two (32) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement 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 Delivery Date Placement Notice Date”) and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Leerink Partners (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) Leerink Partners reasonably determines that the information contained in such Form 8-K is material to a holder of Ordinary Shares and (3) Leerink Partners requests such certificate within three (3) days after the filing of such Form 8-K with certificatesthe Commission) with a certificate, in the forms form attached hereto as Exhibit 7(m) ), within three (3) Trading Days after such of any Representation Date if requested by L▇▇▇▇▇▇ Partners. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Leerink Partners with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Leerink Partners sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Leerink Partners with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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)7(m) 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 to into the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company and the Operating Partnership shall furnish ▇▇▇▇▇ CF&Co and the Alternative Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(n) within three (3) New York Stock Exchange Trading Days after such of any Representation Date if requested by ▇▇▇▇▇CF&Co. The requirement to provide the certificates a certificate under this Section 7(m7(n) shall be automatically is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, provided however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ CF&Co and the Alternative Agents with certificates a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ CF&Co sells any Placement Shares, the Company and the Operating Partnership shall provide ▇▇▇▇▇ CF&Co and the Alternative Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(n), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Supplement or amends or supplements the Registration Statement or the Sales Prospectus Supplement (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, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus Supplement; (iiiii) each time the Company files an annual report on Form 10-K under the Exchange Act; ; (iviii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) each time the Company files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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 that is material to the offering of securities of the Company in the Placement Agent’s reasonable discretion (each date of filing of one or more of the documents referred to in clauses (i) through (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Placement Agent with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) D, within three (3) Trading Days after such of any Representation Date if requested required by ▇▇▇▇▇the Placement Agent. The requirement to provide the certificates a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Placement Agent with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Placement Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Placement Agent with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)D, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “"furnished” under Item " pursuant to 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 (viv) shall be a “"Representation Date”); .") the Company shall furnish ▇▇▇▇▇ the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agent with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company subsequently thereafter during the term of this Agreement: Agreement that the Company: i. amends or supplements (iother than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) files the Registration Statement or the Prospectus relating to the Placement SharesSecurities, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales ProspectusProspectus relating to the Placement Securities; (iii) or ii. files an annual report Annual Report on Form 10-K under the Exchange Act; Act (iv) including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); iii. files its quarterly reports a Quarterly Report on Form 10-Q under the Exchange Act; or (v) or iv. files a current report Current Report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act containing amended financial statements; (each date of filing of one or more of the documents referred to in clauses (i) through (viv) shall be a “Representation Date”); ) the Company shall furnish ▇▇▇▇▇ the Agents (but in the case of clause (iv) above only if the Agents reasonably request) with certificatesa certificate, executed by the Chief Executive Officer of the Company, in the forms form attached hereto as Exhibit 7(m) A within three five (35) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date, provided, however, in the case of clause (i) above, the Company shall furnish the Agents 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 the certificates a certificate under this Section 7(m7(1) shall be automatically deemed waived by the Agents for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report Annual Report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. 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 when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with certificates a certificate under this Section 7(m7(1), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Designated Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)A, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus relating to the Shares (other than a prospectus supplement filed in accordance with Section 7(l)7(m) 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 to into the Registration Statement or the Sales ProspectusProspectus relating to the Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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 (v) shall be iv), a “Representation Date”); the Company and the Operating Partnership shall furnish ▇▇▇▇▇ the Agents, the Forward Sellers and the Forward Purchasers with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(n) within three (3) New York Stock Exchange Trading Days after such of any Representation Date if requested by ▇▇▇▇▇any of the Agents, the Forward Purchasers or the Forward Sellers. The requirement to provide the certificates a certificate under this Section 7(m7(n) shall be automatically is hereby waived for any Representation Date occurring at a time at which no Issuance Placement Notice or Forward Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a an Issuance Placement Notice or Forward Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, provided however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement offer Shares hereunder following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents, the Forward Sellers and the Forward Purchasers with certificates a certificate under this Section 7(m7(n), then before the Company delivers the Issuance Placement Notice or ▇▇▇▇▇ sells Forward Placement Notice or any Placement of the Agents, the Forward Sellers or the Forward Purchasers offers any Shares, the Company and the Operating Partnership shall provide ▇▇▇▇▇ the Agents, the Forward Sellers and the Forward Purchasers with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(n), each dated the date of the Issuance Placement Notice or Forward Placement Notice, as the case may be.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Securities or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Securities; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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; and (2) at any other time reasonably requested by Jefferies (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (viv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ Jefferies with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) E within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Jefferies with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Jefferies sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ Jefferies with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)E, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter thereafter, during the term of this Agreement: , each time the Company (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three two (32) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Cowen. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter thereafter, during the term of this Agreement: , each time the Company (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three two (32) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A that contains restated financial statements); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended audited financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall will be a “Representation Date”); the Company shall will furnish ▇▇▇▇▇ the Sales Agents (but in the case of clause (iv) above only if the Sales Agents reasonably determine that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide the certificates a certificate under this Section 7(m7(l) shall will be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall will not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Sales Agents with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells the Sales Agents sell any Placement Shares, the Company shall will provide ▇▇▇▇▇ the Sales Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)A, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: Agreement the Company (i) files the Prospectus relating to the Placement Shares, (ii) 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other any information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cowen (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) Cowen requests such certificate within three (3) days after the Company has given Cowen notice of the filing of such Form 8-K with certificatesthe Commission) with a certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Cowen. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter thereafter, during the term of this Agreement: , and each time the Company (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) 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, (2) the Agent reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) the Agent requests such certificate within two (2) Trading Days after the filing of such Form 8-K with certificatesthe Commission) with a certificate, in the forms form attached hereto as Exhibit 7(m) A (modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented), within three two (32) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m7(k) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of (i) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (ii) the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with certificates a certificate under this Section 7(m7(k), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Agent with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)A, each dated the date of the Placement Notice.

Representation Dates; Certificate. (1) On or prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K) following the date of the first Placement Notice; (iii) files its quarterly reports on Form 10-Q under the Exchange ActAct following the date of the first Placement Notice; or or (viv) files a current report on Form 8-K containing amended financial information statements relating to the Company (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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(i) through (v‎(iv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agents (but in the case of clause ‎(iv) above only if an Agent reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate dated the Representation Date, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l), modified as necessary. The requirement to provide the certificates 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 pendingpending (including, for clarity, at a time a Suspension is in effect), which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or instructions for the sale of Placement Shares under a suspended Placement Notice (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such a waiver and did not provide ▇▇▇▇▇ the Agents with certificates a certificate under this Section 7(m‎7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or ▇▇▇▇▇ sells the Agents sell any Placement SharesShares pursuant to such instructions, the Company shall provide ▇▇▇▇▇ the Agents with certificates, a certificate in the forms attached hereto conformity with this Section ‎7(l) dated as Exhibit 7(m), each dated of the date that Placement Notice or the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company subsequently thereafter during the term of this Agreement: Agreement that the Company: (i) files 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, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K) (the “10-K Representation Date”); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); ) the Company shall furnish ▇▇▇▇▇ AGP (but in the case of clause (iv) above only if AGP reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. 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 when the Company relied on such waiver and did not provide ▇▇▇▇▇ AGP with certificates a certificate under this Section 7(m7(1), then before the Company delivers the Placement Notice or ▇▇▇▇▇ AGP sells any Placement Shares, the Company shall provide ▇▇▇▇▇ AGP with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) amends or supplements the Registration Statement or the Sales ATM Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ATM Prospectus; (iii) files an annual report on Form 10-K under the Exchange Act; (iv) files its quarterly reports on Form 10-Q under the Exchange Act; or (v) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (v) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cowen with certificates, in the forms attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇Cowen. The requirement to provide the certificates under this Section 7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ Cowen in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with certificates under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with certificates, in the forms attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Securities or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Securities; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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; 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 (viv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) E within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇▇▇ ▇▇▇▇▇ with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇▇▇ sells ▇▇▇▇▇ ▇▇▇▇▇ any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇▇▇ ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)E, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Securities or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Securities; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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; and (2) at any other time reasonably requested by KeyBanc Capital Markets (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (viv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ KeyBanc Capital Markets with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) E within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ KeyBanc Capital Markets with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ KeyBanc Capital Markets sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ KeyBanc Capital Markets with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)E, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: Agreement the Company (i) files the a Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or a Prospectus relating to the Sales Prospectus 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 to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange ActAct following the execution of this Agreement; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) ▇▇▇▇▇ reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) ▇▇▇▇▇ requests such certificate within three (3) days after the filing of such Form 8-K with certificatesthe Commission) with a certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K under the Exchange Act containing amended audited financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ HCW with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three five (35) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇HCW. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ HCW with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ HCW sells any Placement Shares, the Company shall provide ▇▇▇▇▇ HCW with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item 2.02 or Item 7.01 of Form 8-Kand not “filed”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cowen (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Cowen. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the Securities are first sold pursuant to the terms of this Agreement and: (i) each time the Company subsequently thereafter during the term of this Agreement: (i) files the Equity Distribution Prospectus relating to the Placement Shares, (ii) or amends or supplements the Registration Statement or the Sales Equity Distribution Prospectus (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, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Equity Distribution Prospectus; ; (iiiii) each time the Company files an annual report on Form 10-K under the Exchange Act; ; (iviii) each time the Company files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) each time the Company files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Date”);the Company shall furnish ▇▇▇▇▇ the Placement Agent with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) D, within three (3) Trading Days after such of any Representation Date if requested required by ▇▇▇▇▇the Placement Agent. The requirement to provide the certificates a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date); provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Placement Agent with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Placement Agent sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ the Placement Agent with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)D, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Securities or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Securities; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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; and (2) at any other time reasonably requested by M▇▇▇▇▇▇ L▇▇▇▇ (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (viv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); , the Company shall furnish f▇▇▇▇▇▇ ▇▇▇▇▇▇▇ L▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) E within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m7(o) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide M▇▇▇▇▇▇ L▇▇▇▇ with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or M▇▇▇▇▇▇ sells ▇▇▇▇▇ ▇▇▇▇▇ any Placement SharesSecurities, the Company shall provide M▇▇▇▇▇▇ L▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)E, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “"furnished” under Item " pursuant to Items 2.02 or Item and 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 (viv) shall be a “"Representation Date”"); the Company shall furnish ▇▇▇▇▇ Cowen (but in the case of (iv) above only if (1) a Placement Notice is pending, (2) Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) Cowen requests such certificate within three (3) days after the filing of such Form 8-K with certificatesthe Commission) with a certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Cowen. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Placement Notice and each time the Company subsequently thereafter during the term of this Agreement: Agreement the Company (i) files the Prospectus relating to the Placement Shares, (ii) 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report Annual Report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports Quarterly Reports on Form 10-Q under the Exchange Act; or (viv) files a current report Current Report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item 2.02 or Item 7.01 of Form 8-Kand not “filed”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ Cantor (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) Cantor reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Cantor. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report Annual Report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cantor with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cantor sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cantor with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Sales Prospectus relating to the Placement Shares, (ii) or amends or supplements the Registration Statement or the Sales Prospectus (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 to the Registration Statement or the Sales Prospectus; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the . The Company shall furnish ▇▇▇▇▇ MLV (but in the case of clause (iv) above only if MLV reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ MLV with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ MLV sells any Placement Shares, the Company shall provide ▇▇▇▇▇ MLV with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of the first Placement Notice given hereunder and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A that contains restated financial statements); (iii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended audited financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall will be a “Representation Date”); the Company shall will furnish ▇▇▇▇▇ the Agent (but in the case of clause (iv) above only if the Agent reasonably determine that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇. A. The requirement to provide the certificates a certificate under this Section 7(m7(l) shall will be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall will continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall will be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall will not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent sells any Placement Shares, the Company shall will provide ▇▇▇▇▇ the Agent with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)A, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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 or filed solely for the purpose of reducing the amount of Placement Shares that may be sold pursuant to this Agreement or suspending the sale of Placement Shares under this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report Annual Report on Form 10-K under the Exchange ActAct (the “10-K Representation Date”); (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or and other than information “furnished” under Item pursuant to Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act and Cowen reasonably determines that the information contained in such current report on Form 8-K is material (each date of filing of one or more of the documents referred to in clauses (i) through (viv) shall be a “Representation Bring-Down Date”); , the Company shall furnish ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date of any Bring-Down Date, if requested by ▇▇▇▇▇Cowen. The requirement to provide the certificates a certificate under this Section 7(m) shall be automatically waived for any Representation Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Bring-Down Date) and the next occurring Representation Bring-Down Date; provided, however, that such waiver shall not apply for any Representation Bring-Down Date that is the date on which the Company files its annual report Annual Report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Bring-Down Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Cowen with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Cowen sells any Placement Shares, the Company shall provide ▇▇▇▇▇ Cowen with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company subsequently thereafter during the term of this Agreement: Agreement that the Company: (i) files 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, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K) (the “10-K Representation Date”); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date.”); ) the Company shall furnish ▇▇▇▇▇ AGP (but in the case of clause (iv) above only if AGP reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates a certificate under this Section 7(ml) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. 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 when the Company relied on such waiver and did not provide ▇▇▇▇▇ AGP with certificates a certificate under this Section 7(m7(1), then before the Company delivers the Placement Notice or ▇▇▇▇▇ AGP sells any Placement Shares, the Company shall provide ▇▇▇▇▇ AGP with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Securities or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Securities; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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; and (2) at any other time reasonably requested by KeyBanc (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (viv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); the , The Company and each Operating Partnership shall furnish ▇▇▇▇▇ KeyBanc with certificatesa certificate, in the forms attached hereto as Exhibit 7(m) E-1 and E-2 within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m7(o) including with respect to clause (2) above, shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ KeyBanc with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ KeyBanc sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ KeyBanc with certificatesa certificate, in the forms attached hereto as Exhibit 7(m)E-1 and E-2, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10­K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date.”); ) the Company shall furnish ▇▇▇▇▇ MLV (but in the case of clause (v) above only if MLV reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ MLV with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ MLV sells any Placement Shares, the Company shall provide ▇▇▇▇▇ MLV with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company subsequently thereafter during the term of this Agreement: Agreement that the Company: (i) files 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, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended audited financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date.”); ) the Company shall furnish ▇▇▇▇▇ furnish, within five (5) Trading Days, the Distribution Agents (but in the case of clause (iv) above only if either of the Distribution Agents reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(1). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. 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 when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Distribution Agents with certificates a certificate under this Section 7(m7(1), then before either of the Company delivers the Placement Notice or ▇▇▇▇▇ Distribution Agents sells any Placement Shares, the Company shall provide ▇▇▇▇▇ the Distribution Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(1), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: Agreement the Company (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange ActAct following the execution of this Agreement; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) ▇▇▇▇▇ reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) ▇▇▇▇▇ requests such certificate within three (3) days after the filing of such Form 8-K with certificatesthe Commission) with a certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Securities or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Securities; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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; and (2) at any other time reasonably requested by Jefferies (each such date of filing of one or more of the documents referred to in clauses (i1)(i) through (viv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); the , The Company and each Operating Partnership shall furnish ▇▇▇▇▇ Jefferies with certificatesa certificate, in the forms attached hereto as Exhibit 7(m) E-1 and E-2 within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m7(o) including with respect to clause (2) above, shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ Jefferies with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Jefferies sells any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ Jefferies with certificatesa certificate, in the forms attached hereto as Exhibit 7(m)E-1 and E-2, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date that the first Shares are sold pursuant to the terms of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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)7(m) 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 to into the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its quarterly reports on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company and the Operating Partnership shall furnish ▇▇▇▇▇ the Agent and the Alternative Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(n) within three (3) New York Stock Exchange Trading Days after such of any Representation Date if requested by ▇▇▇▇▇the Agent. The requirement to provide the certificates a certificate under this Section 7(m7(n) shall be automatically is hereby waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or to any Alternative Agent under any of the Other Distribution Agreements (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, provided however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent and the Alternative Agents with certificates a certificate under this Section 7(m7(n), then before the Company delivers the Placement Notice or ▇▇▇▇▇ the Agent or any Alternative Agent sells any Placement Shares, the Company and the Operating Partnership shall provide ▇▇▇▇▇ the Agent and the Alternative Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(n), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Placement Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Securities or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Securities; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other release, to “furnish” information “furnished” under Item pursuant to 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; 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)(i) through (viv) and any time of request pursuant to this Section 7(o) shall be a “Representation Date”); the , The Company shall furnish ▇▇▇▇▇ the Agents with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) F within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m7(o) including with respect to clause (2) above, shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice or Forward Instruction Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice or Forward Instruction Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to offer or sell Placement Shares Securities following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agents with certificates a certificate under this Section 7(m7(o), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells Forward Instruction Notice, or the Agents sell any Placement SharesSecurities, the Company shall provide ▇▇▇▇▇ each Agent with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)F, each dated the date of the Placement Notice or Forward Instruction Notice, as applicable.

Representation Dates; Certificate. On or prior (1) Prior to the First Delivery Date date of the first Placement Notice and (2) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; ; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8‑K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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 a Suspension is pendingin effect, which waiver shall continue until the earlier to occur of 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 the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver a Suspension was in effect and did not provide ▇▇▇▇▇ the Agent with certificates a certificate under this Section 7(m7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or ▇▇▇▇▇ the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide ▇▇▇▇▇ the Agent with certificates, a certificate in the forms attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), each dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Representation Dates; Certificate. On or prior to the First Delivery Date and each time the Company subsequently thereafter during the term of this Agreement: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales ProspectusProspectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) ▇▇▇▇▇ reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) ▇▇▇▇▇ requests such certification within three days after the filing of such Form 8-K with certificatesthe Commission) with a certificate, in the forms form attached hereto as Exhibit 7(m) within three two (32) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇. The requirement to provide the certificates a certificate under this Section 7(m) shall automatically be automatically waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ sells any Placement Shares, the Company shall provide ▇▇▇▇▇ with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and each Each time the Company subsequently thereafter during the term of this Agreement: Agreement that the Partnership: i. amends or supplements (iother than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) files the Registration Statement or the Prospectus relating to the Placement SharesSecurities, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; (iii) Prospectus relating to the Placement Securities; ii. files an annual report on Form 1020-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); or iii. furnishes its unaudited interim financial statements and management’s discussion and analysis on Form 6-K under the Exchange Act; (iv) files its quarterly reports Act or any date on Form 10-Q which an amendment to any such document is filed or furnished under the Exchange Act; or . (v) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (viii) shall be a “Representation Date.”); ) the Company Partnership shall furnish ▇▇▇▇▇ Virtu with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) A within three five (35) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇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 delivery of the first Placement Notice relating to the Securities. The requirement to provide the certificates a certificate under this Section 7(m7(1) shall be automatically deemed waived by Virtu for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company Partnership delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company Partnership files its annual report on Form 1020-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. 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 when the Company Partnership relied on such waiver and did not provide ▇▇▇▇▇ Virtu with certificates a certificate under this Section 7(m7(1), then before the Company delivers the Placement Notice or ▇▇▇▇▇ Virtu sells any Placement SharesSecurities, the Company Partnership shall provide ▇▇▇▇▇ Virtu with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)A, each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date date of this Agreement and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “"furnished” under Item " pursuant to 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 (viv) shall be a “"Representation Date”); .") the Company shall furnish ▇▇▇▇▇ MLV (but in the case of clause (iv) above only if MLV reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ MLV with certificates a certificate under this Section 7(m7(l), then before the Company delivers the Placement Notice or ▇▇▇▇▇ MLV sells any Placement Shares, the Company shall provide ▇▇▇▇▇ MLV with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m7(l), each dated the date of the Placement 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 Delivery Date Placement Notice Date”) and each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) 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, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ SVB Leerink (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) SVB Leerink reasonably determines that the information contained in such Form 8-K is material to a holder of Ordinary Shares and (3) SVB Leerink requests such certificate within three (3) days after the filing of such Form 8-K with certificatesthe Commission) with a certificate, in the forms form attached hereto as Exhibit 7(m) ), within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇SVB Leerink. The requirement to provide the certificates 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, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ SVB Leerink with certificates a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ▇▇▇▇▇ SVB Leerink sells any Placement Shares, the Company shall provide ▇▇▇▇▇ SVB Leerink with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m), each dated the date of the Placement Notice.

Representation Dates; Certificate. On or prior to the First Delivery Date and date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files the Prospectus relating to the Placement Shares, (ii) Shares or amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; ; (iviii) files its a quarterly reports report on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other to “furnish” information “furnished” under Item pursuant to Items 2.02 or Item 7.01 of Form 8-K) under the Exchange Act Act; (2) at any time the Shares 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 (viv) and any time of request pursuant to this Section 4(n) shall be a “Representation Date”); , the Company shall furnish ▇▇▇▇▇ the Managers (or in the case of clause (2) above, the relevant Manager party to such Terms Agreement) with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m) F within three (3) Trading Days after such of any Representation Date if requested by ▇▇▇▇▇Date. The requirement to provide the certificates a certificate under this Section 7(m4(n) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice instruction by the Company to any Manager to sell Shares under this Agreement is pendingin effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder an instruction to any Manager to sell Shares pursuant to Section 3(a) hereof (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Managers with certificates a certificate under this Section 7(m4(n), then before the Company delivers the Placement Notice an instruction pursuant to Section 3(a) or ▇▇▇▇▇ any Manager sells any Placement Shares, the Company shall provide ▇▇▇▇▇ such Manager with certificatesa certificate, in the forms form attached hereto as Exhibit 7(m)F, each dated the date of the Placement Noticesuch instruction.

Representation Dates; Certificate. On or prior (1) Prior to the date of the first Placement Notice given hereunder (the “First Delivery Date Date”) and (2) each time the Company subsequently thereafter during the term of this Agreement: Company: (i) files 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, (ii) amends or supplements the Registration Statement or the Sales Prospectus (other than a prospectus supplement filed in accordance with Section 7(l)) Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) documents by reference to into the Registration Statement or the Sales Prospectus; Prospectus relating to the Placement Shares; (iiiii) files an annual report on Form 10-K under the Exchange Act; Act (ivincluding any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or or (viv) files a current report on Form 8-K containing amended financial information (other than a filing made in connection with the issuance of an earnings release or other information “furnished” under Item pursuant to 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 (viv) shall be a “Representation Date”); the Company shall furnish ▇▇▇▇▇ the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with certificatesa certificate dated the Representation Date, in the forms form attached hereto as Exhibit 7(m) within three (3) Trading Days after such Representation Date if requested by ▇▇▇▇▇7(l). The requirement to provide the certificates a certificate under this Section 7(m7(l) shall be automatically waived for any Representation Date occurring at a time at which when no Placement Notice is pending, which waiver shall continue until the earlier to occur of 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 the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date that is the date on which the Company files its annual report on Form 10-K; and provided, further, that the requirement to provide the certificate of the Chief Financial Officer of the Company under this Section 7(m) shall be automatically waived for each Representation Date unless the Comfort Letter provided with respect to such Representation Date does not cover all financial information and other matters ordinarily covered by accountants’ “comfort letters” to ▇▇▇▇▇ in connection with registered public offerings. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide ▇▇▇▇▇ the Agent with certificates a certificate under this Section 7(m7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or ▇▇▇▇▇ the Agent sells any Placement SharesShares pursuant to such instructions, the Company shall provide ▇▇▇▇▇ the Agent with certificates, a certificate in the forms attached hereto conformity with this Section 7(l) dated as Exhibit 7(m), each dated of the date that the instructions for the sale of the Placement NoticeShares are issued.