Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-249937-01), including which contains a base prospectusprospectus (the “Base Prospectus”), relating to certain securitiesbe used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the Common Stockfinancial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be issued from a part thereof at the time of effectiveness pursuant to time by Rule 430A(b) (the Company“Rule 430A Information”), and which incorporates by reference documents that Rule 430B or Rule 430C under the Company has filed Securities Act or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has prepared a Any preliminary prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date Securities that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under ), together with the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (Base Prospectus, is hereafter called a “Rule 462(b) Registration Statement”), is herein called the “Registration StatementPreliminary Prospectus.” The base prospectus, including all documents incorporated therein by reference, included in term “Prospectus” shall mean the Registration Statement, as it may be supplemented by final prospectus supplement relating to the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been Securities that is first filed by the Company with the Commission pursuant to Rule 424(b) under after the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, date and time that (i) this Agreement is required to be filed with the Commission executed and delivered by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i)parties hereto, in each case in including the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Base Prospectus.” . Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference herein to the terms “amend,” “amendment” any amendment or “supplement” with respect supplement to the Registration Statement any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing any documents filed after the execution hereof date of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the such Preliminary Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with Prospectus, as the Commission pursuant case may be, under the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)Exchange Act.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-213501) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement, as Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-148263) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the published rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared ) adopted by the Commission, including a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares thereto (the “Prospectus SupplementBase Prospectus”). Following , and such amendments and supplements thereto as may have been required to the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such this Agreement. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusIf the Company files an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), including all documents incorporated therein by reference, included in then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement, as amended from time to time. The Registration Statement at the time it may be supplemented by originally became effective is herein called the “Initial Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus Supplementrelating to the Shares, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus or prospectus subject to completion which is filed or used in the Offering prior to filing of the Prospectus (including the Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus.” Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the last to occur of the time the Registration Statement became effective with respect to the Placement Agents pursuant to Rule 430B under the Securities Act (the “Effective Time”), the date of the Preliminary Prospectus (if any), or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the filing Exchange Act after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration StatementEffective Time, the date of such Preliminary Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant date of the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)Prospectus, as the case may be, which is incorporated therein by reference.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-163741) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating such amendments to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating (including post-effective amendments) as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post-effective (amendments) has been declared effective by the “Effective Time”)Commission. Such registration statement, including all amendments thereto (including post-effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or otherwise deemed to be a part of such registration statement pursuant to Rule 430B thereof or 462(b) of included therein by the Securities Act (a “Rule 462(b) Registration Statement”)Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), as it may be supplemented by then any reference herein to the Prospectus Supplement, in the form in which term Registration Statement shall include such prospectus and/or Prospectus Supplement have most recently been filed by the Rule 462 Registration Statement. The Company is filing with the Commission pursuant to Rule 424(b) 424 under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), a final prospectus relating to the Shares, if any, that Shares (i) is required to the “Final Prospectus”). Such Final Prospectus and any preliminary prospectus or “red xxxxxxx,” in the form in which they have been or will be filed with the Commission by under the Company or (ii) Securities Act is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to its Interactive Data Electronic Applications system. All references in this Agreement to amendments or supplements to the Electronic Data Gathering Analysis Registration Statement, the Rule 462 Registration Statement, the Final Prospectus or any Prospectus shall be deemed to mean and Retrieval System (“EXXXX”)include the subsequent filing of any document or information that is deemed to be incorporated by reference therein or otherwise deemed to be a part thereof under the Securities Act.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-165112) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including a base prospectusamendments thereto (including post effective amendments thereto) at such time, relating the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to certain securities, including Item 12 of Form S-3 under the Common Stock, Securities Act at such time and the documents and information otherwise deemed to be issued from time a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to time by the CompanyRules and Regulations at such time, and which incorporates by reference documents that is herein called the “Registration Statement.” If the Company has filed or will file in accordance with the provisions of files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange ActRule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The Company has prepared is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriters. The prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Prospectus Supplement”). Following Base Prospectus,” and such final prospectus supplement as filed, along with the date that such registration statement Base Prospectus, is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (hereinafter called the “Effective Time”), including all documents filed as part thereof Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or incorporated by reference therein, and including any information contained “red xxxxxxx,” in a Prospectus (as defined below) subsequently the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the Final Prospectus or any amendment or supplement thereto a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein therein pursuant to Item 12 of Form S-3 under the terms “amend,” “amendment” or “supplement” with respect to Securities Act as of the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference thereinsuch Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, a Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3S-3 (File No. 333-202425) covering the registration of the sale of the Shares under the Act, including which became effective under Rule 462(e) under the Act and which includes a base prospectus, relating prospectus subject to certain securities, including completion (together with the Common Stock, documents incorporated or deemed to be issued from time to time by the Company, and which incorporates incorporated by reference documents that therein pursuant to Item 12 of Form S-3 under the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyAct, the “Exchange ActBase Prospectus”). The Company has prepared a prospectus supplement Any reference in this Agreement to the base prospectus included “Registration Statement” as part of any time shall mean such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it becomes by any post-effective (the “Effective Time”)amendments thereto to such time, including all documents filed as any financial statements, exhibits and schedules thereto to such time, and the information deemed pursuant to Rule 430B under the Act (“Rule 430B”) to be part thereof or incorporated by reference therein, and (“Rule 430 Information”) (including any information contained Rule 430 Information in a Prospectus (as defined below) subsequently any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed Act); and any reference in this Agreement to the “Registration Statement” without reference to a time means such automatic shelf registration statement, as amended by any post-effective amendments thereto as of the time of the first contract of sale for any of the Shares, which time shall be a part considered the “new effective date” of such registration statement pursuant with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including any financial statements, exhibits and any schedules thereto as of such time, and any Rule 430B or 462(b) of Information (including any Rule 430 Information in any prospectus supplement relating to the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been Shares filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, ). The Base Prospectus together with any “issuer free writing prospectus,” as defined the prospectus supplement in Rule 433 the form first used (or made available upon request of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing purchasers pursuant to Rule 433(d)(5)(i), 173 under the Act) in each case in connection with confirmation of sales of the form filed or required Shares are collectively referred to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called as the “Prospectus.” The Base Prospectus together with any preliminary prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) that amends or supplements such prospectus and each other amendment or supplement to such prospectus from time to time until the date of the Prospectus is referred to in this Agreement as a “Preliminary Prospectus.” Any reference herein in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Act as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the filing after Securities Exchange Act of 1934, as amended, and the execution hereof rules and regulations of any document with the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. For purposes of this Agreement, all references “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Registration StatementAct (“Rule 405”), and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Prospectus Company or used or referred to any amendment or supplement thereto shall be deemed to include any copy filed by the Company in connection with the Commission pursuant offering of the Electronic Data Gathering Analysis Common Stock. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto and Retrieval System (“EXXXX”)the pricing information set forth in Schedule II hereto.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-191869) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement, as Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus, that describes the Securities and offering thereof, is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-1 (File No. 333-174088) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Underwriting Agreement (the “Agreement”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or included therein by the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Effective TimeRule 462 Registration Statement”), including then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The form of prospectus included in the Registration Statement is hereinafter called the “Base Prospectus.” Such Base Prospectus, along with any final prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424 under the Securities Act, or the prospectus that discloses all documents filed as part thereof or incorporated by reference thereinthe information that was omitted from the Base Prospectus pursuant to Rule 430A under the Securities Act, and including in either case together with any information changes contained in a any prospectus filed with the Commission by the Company with the consent of the Representative after the effective date of the Registration Statement, is hereinafter called the “Final Prospectus.” Such Final Prospectus (as defined below) subsequently and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to its Interactive Data Electronic Applications system or predecessor system. All references in this Agreement to amendments or supplements to the Electronic Data Gathering Analysis Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and Retrieval System include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “EXXXXExchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-1 (File No. 333-174680) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating (including post effective amendments) as may have been required to the Shares (the date of this Agreement and a preliminary prospectus or “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission red xxxxxxx” pursuant to Rule 424(b) under the Securities Act or Act. Such registration statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including post effective amendments thereto), the exhibits and any schedules thereto and the documents and information otherwise deemed to be a part of such registration statement pursuant to Rule 430B thereof or 462(b) of included or incorporated by reference therein by the Securities Act (a “Rule 462(b) Registration Statement”)or otherwise pursuant to the Rules and Regulations, is herein called the “Registration Statement.” The base prospectusIf the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), including all documents incorporated therein by reference, then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement, as it may be supplemented by Statement or filed with the Commission pursuant to 424(a) under the Securities Act is hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus Supplement, relating to the Shares that was included in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by Registration Statement immediately prior to the pricing of the offering contemplated hereby is hereinafter called the “Pricing Prospectus.” The Company is filing with the Commission pursuant to Rule 424(b) 424 under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), a final prospectus relating to the SharesShares and such final prospectus, if anyas filed, that (i) is required to be hereinafter called the “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus or “red xxxxxxx” in the form in which they were included in the Registration Statement or filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in 424 under the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), Securities Act is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Pricing Prospectus, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System system (“EXXXXXXXXX”). All references in this Agreement to amendments to the Registration Statement, the Rule 462 Registration Statement, the Pricing Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and include any document filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Act”), and the rules and regulations of the Commission thereunder (collectively, the “Securities ActRules”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-256643), including a base prospectusprospectus filed as part of such registration statement (the “Base Prospectus”), relating to certain securitiesto, among other things, the Shares. Such registration statement, as amended, including the Common Stockfinancial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be issued from part thereof at the time of effectiveness pursuant to time by Rule 430B under the Company, and which incorporates by reference documents that the Company has filed Act or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a ) is called the “Registration Statement.” Any preliminary prospectus supplement to the base prospectus included as part of such registration statement specifically relating Base Prospectus that describes the Shares and the offering thereof and is used prior to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies filing of the Prospectus is called, together with the Base Prospectus, a “Preliminary Prospectus.” The term “Prospectus” shall mean the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, supplement relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed together with the Commission Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act or deemed after the date and time that this Agreement is executed and delivered to be a part of such the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b) 462 Registration Statement”), is herein called the then any reference to “Registration Statement.” The base herein shall be deemed to include the registration statement on Form S-3 (File No. 333-256643) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Act. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, including all documents incorporated therein and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by referenceor on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares. “Time of Sale Information” shall mean the Preliminary Prospectus together with the free writing prospectuses, if any, each identified in Schedule II hereto and the information included on Schedule III hereto. All references in this Agreement to the Registration Statement, as it may be supplemented by a Preliminary Prospectus, the Prospectus Supplementor the Time of Sale Information, in or any amendments or supplements to any of the form in which such prospectus and/or Prospectus Supplement have most recently been foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Actits Electronic Data Gathering, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations Analysis and Retrieval System (“Rule 433XXXXX”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” . Any reference herein in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, and any reference herein to the terms “amend,” “amendment” any amendment or “supplement” with respect supplement to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the filing after the execution hereof of any document with the Commission deemed to be Exchange Act that, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. For purposes As used herein, the term “Incorporated Documents” means the documents that at the time of this Agreement, all references to filing are incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)thereto.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement covering the Securities and Representative’s Securities (as defined in Section 4(f) hereof) on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-1 (File No. 333-248588) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared ) of the Commission thereunder, including a preliminary prospectus supplement relating to the base prospectus included as part of Securities and such amendments to such registration statement specifically relating (including post effective amendments) as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including post effective amendments thereto) and all documents and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise at the time of effectiveness thereof (the “Effective Time”), including all the exhibits and any schedules thereto at the Effective Time or thereafter during the period of effectiveness and the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or otherwise deemed to be a part of such registration statement pursuant to Rule 430B thereof or 462(b) of included therein by the Securities Act (a “Rule 462(b) Registration Statement”)or otherwise pursuant to the Rules and Regulations at the Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement.” The base prospectusIf the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), including all documents incorporated therein by reference, then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been Statement or filed by the Company with the Commission pursuant to Rule 424(b424(a) under the Securities Act, together Act is hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Securities and Representative’s Securities that was included in the Registration Statement immediately prior to the pricing of the offering contemplated hereby is hereinafter called the “Pricing Prospectus.” The Company is filing with any “issuer free writing prospectus,” as defined in the Commission pursuant to Rule 433 of 424 under the Securities Act regulations (“Rule 433”)a final prospectus covering the Securities, relating to which includes the Shares, if any, that (i) is required information permitted to be omitted therefrom at the Effective Time by Rule 430A under the Securities Act. Such final prospectus, as so filed, is hereinafter called the “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus in the form in which they were included in the Registration Statement or filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in 424 under the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), Securities Act is herein hereinafter called the a “Prospectus.” Any reference Reference made herein to the Registration Statementany Preliminary Prospectus, the Pricing Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. The Company has filed or You will filefurnish to us, in accordance with to the provisions extent made available by the Company, copies of the Securities Act of 1933registration statement, as amended, the related prospectus and the rules and regulations thereunder amendment(s) thereto (collectively, the “Securities Act”), excluding exhibits but including any documents incorporated by reference therein) filed with the Securities and Exchange Commission ("Commission") in respect of the “Commission”) a registration statement on Form S-3Securities, including a base and our acceptance of the Invitation Telecopy with respect to an offering of Securities will serve to confirm that we are willing to accept the responsibility of an Underwriter thereunder and to proceed as therein contemplated. Such acceptance will further confirm that the statements made under the heading "Underwriting" in the proposed final form of prospectus, relating insofar as they relate to certain securitiesus, including the Common Stock, do not contain any untrue statement of a material fact or omit to state any material fact required to be issued from time stated therein or necessary to time by make the Companystatements therein not misleading. As hereinafter mentioned, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, "Registration Statement" and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement "Prospectus" refer to the base prospectus Registration Statement and the Prospectus included as a part of such registration statement specifically relating to thereof, in the Shares (form in which the “Prospectus Supplement”). Following Registration Statement becomes effective and the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by form in which the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents is filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed of 1933, as amended ("Act") with respect to be the Securities. Each preliminary prospectus with respect to the Securities is herein referred to as a part "Preliminary Prospectus." You have our consent to the use of such registration statement pursuant to Rule 430B or 462(b) our name in the Prospectus and any Preliminary Prospectus, as one of the Securities Act (a “Rule 462(b) Registration Statement”)Underwriters. You are authorized, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant approval of counsel for the Representative, to Rule 424(b) under the Securities Act, together with approve on our behalf any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company further amendments or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect supplements to the Registration Statement or the Prospectus shall which may be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus necessary or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)appropriate.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-133480) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement, as Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any reference herein to the Registration Statement, the Base Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-170945) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including a base prospectusamendments thereto (including post effective amendments thereto) at such time, relating to certain securities, including the Common Stock, exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be issued from time to time a part thereof or included therein by the CompanySecurities Act or otherwise pursuant to the Rules and Regulations at such time, and which incorporates by reference documents that is herein called the “Registration Statement.” If the Company has filed or will file in accordance with the provisions of files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange ActRule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The Company has prepared is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (Securities to a form of prospectus included in the Registration Statement. The form of prospectus included in the Registration Statement at the time it was declared effective is hereinafter called the “Prospectus Supplement”). Following Base Prospectus,” and such final prospectus supplement as filed, along with the date that such registration statement Base Prospectus, is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (hereinafter called the “Effective Time”), including all documents filed as part thereof Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or incorporated by reference therein, and including any information contained “red xxxxxxx,” in a Prospectus (as defined below) subsequently the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to its Interactive Data Electronic Applications system. All references in this Agreement to amendments or supplements to the Electronic Data Gathering Analysis Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and Retrieval System include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “EXXXXExchange Act”), that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-240252) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement, as Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Act”), and the rules and regulations of the Commission thereunder (collectively, the “Securities ActRules”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-226100), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securitiesto, among other things, the Shares. Such registration statement, as amended, including the Common Stockfinancial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be issued from part thereof at the time of effectiveness pursuant to time by Rule 430B under the Company, and which incorporates by reference documents that the Company has filed Act or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a ) is called the “Registration Statement.” Any preliminary prospectus supplement to the base prospectus included as part of such registration statement specifically relating Base Prospectus that describes the Shares and the offering thereof and is used prior to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies filing of the Prospectus is called, together with the Base Prospectus, a “Preliminary Prospectus.” The term “Prospectus” shall mean the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, supplement relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed together with the Commission Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act or deemed after the date and time that this Agreement is executed and delivered to be a part of such the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b) 462 Registration Statement”), is herein called the then any reference to “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in herein shall be deemed to include the registration statement on Form S-3 (File No. 333-226100) and the Rule 462 Registration Statement, as it each such registration statement may be supplemented amended pursuant to the Act. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed Company or used or referred to by the Company in connection with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 offering of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), . All references in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the General Disclosure Package (as defined below), or any amendment amendments or supplement thereto supplements to any of the foregoing, shall be deemed to refer to and include the any documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. The Company has prepared and filed or will file, with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securitiesthe Securities. The registration statement, as amended at the time it became effective, including the Common Stock, information (if any) deemed to be issued from part of the registration statement at the time of effectiveness pursuant to time Rule 430A or Rule 434 under the Act, is hereinafter referred to as the "Registration Statement"; and the prospectus, including any the prospectus subject to completion and the term sheet, taken together, as described in Rule 434(a)(1) under the Act, in the form first used to confirm sales of Securities is hereinafter referred to as the "Prospectus" (including, in the case of all references to the Registration Statement or the Prospectus, documents incorporated therein by the Company, and which incorporates by reference documents that reference). If the Company has filed or will is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Act registering additional % Convertible Subordinated Notes Due 2003 (a "Rule 462(b) Registration Statement"), then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. The terms "supplement" and "amendment" or "amend" as used in accordance this Agreement with respect to the Registration Statement or the Prospectus shall include all documents subsequently filed by the Company with the provisions of Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “"Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date ") that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission are deemed to be incorporated by reference therein. For purposes of this Agreement, all references to in the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)Prospectus.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-221493) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission promulgated thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the offering of the Securities to the form of prospectus included in the Registration Statement, as Statement in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”).. All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. As used in this Agreement:

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-170945) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including a base prospectusamendments thereto (including post effective amendments thereto) at such time, relating to certain securities, including the Common Stock, exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be issued from time to time a part thereof or included therein by the CompanySecurities Act or otherwise pursuant to the Rules and Regulations at such time, and which incorporates by reference documents that is herein called the “Registration Statement.” If the Company has filed or will file in accordance with the provisions of files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange ActRule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The Company has prepared is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (to a form of prospectus included in the Registration Statement. The form of prospectus included in the Registration Statement at the time it was declared effective is hereinafter called the “Prospectus Supplement”). Following Base Prospectus,” and such final prospectus supplement as filed, along with the date that such registration statement Base Prospectus, is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (hereinafter called the “Effective Time”), including all documents filed as part thereof Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or incorporated by reference therein, and including any information contained “red xxxxxxx,” in a Prospectus (as defined below) subsequently the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to its Interactive Data Electronic Applications system. All references in this Agreement to amendments or supplements to the Electronic Data Gathering Analysis Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and Retrieval System include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “EXXXXExchange Act”), that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), with an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-179696) under the Securities and Exchange Commission Act (“Registration Statement 333-179696”), which registration statement included a combined prospectus dated February 24, 2012 (the “CommissionBasic Prospectus”) a registration statement on Form S-3, including a base prospectus), relating to certain an indeterminate aggregate offering price or number of, among other securities, including the Common Stock, to be issued from time to time by the CompanySecurities, and which incorporates by reference documents that the Company has filed with, or will transmitted for filing to, or shall promptly hereafter file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyor transmit for filing to, the “Exchange Act”). The Company has prepared Commission a prospectus supplement to the base prospectus included as part of in such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, ) specifically relating to the SharesSecurities and the plan of distribution thereof pursuant to Rule 424. Registration Statement 333-179696, including any amendments thereto filed prior to the Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-179696, on each date and time that such registration statement, as amended when it statement and any post-effective amendment or amendments thereto became or becomes effective (the each, an “Effective TimeDate”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or and deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)statement, is collectively, are herein called the “Registration Statement.,” The base prospectus, including all documents incorporated therein by reference, included in and the Registration StatementBasic Prospectus, as it may be supplemented by the final Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed first used by the Company in connection with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 confirmation of sales of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)Securities, is herein called the “Prospectus”; and the term “Preliminary Prospectus” means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that this Agreement is executed and delivered by the parties hereto as set forth on Schedule II hereto (the “Execution Time”) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Securities is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in Schedule II hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, and the information listed in Schedule II hereto is hereafter called the “Disclosure Package.” Any reference herein in this Agreement to the Registration Statement, the Disclosure Package, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Act (the “Incorporated Documents”), and any as of each Effective Date or the Execution Time or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference herein to the terms “amend,” “amendment” or “supplement” with respect to in the Registration Statement Statement, the Disclosure Package or the Prospectus shall be deemed are for clarifying purposes only and are not meant to refer to and include limit the filing after the execution hereof inclusiveness of any document with the Commission deemed to be incorporated by reference thereinother definition herein). For purposes of this Agreement, all references to the Registration Statement, the Disclosure Package or the Prospectus or to any amendment or supplement thereto shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “EXXXXExchange Act”), which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-179970) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement, as Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of F-3 (File No. 333-255101) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as Commission. Each part of such registration statement, as supplemented by including the Prospectus Supplementamendments, relating to exhibits and any schedules thereto, the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 6 of Form F-3 under the Securities Act or and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement”)Statement became effective, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, Statement in the form in which such prospectus and/or Prospectus Supplement have it has most recently been filed by with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Shares and the ADSs and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the ADSs and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 6 of Form F-3 under the Securities Act as of the date of such respective prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy thereof filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (or any successor system thereto, “EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company Partnership has prepared and filed or will file, with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, 1933 and the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-1 (File No. 333-91706), including a base prospectusprospectus subject to completion, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934Units. Such registration statement, as amended, including the financial statements, exhibits and appendices thereto, at the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended time when it becomes effective (and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the “Effective Time”)"Registration Statement." The prospectus in the form included in the Registration Statement or, including all documents filed as part thereof or incorporated by reference therein, if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Act and including any such information contained is thereafter included in a Prospectus (as defined below) subsequently prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed, is referred to in this Agreement as the "Prospectus." If the Partnership elects, with the consent of the Representatives, to rely on Rule 434 under the Act, all references to the Prospectus shall be deemed to include the form of prospectus and the term sheet contemplated by Rule 434, taken together, provided to the Underwriters by the Partnership in reliance on Rule 434 under the Act (the "Rule 434 Prospectus"). If the Partnership files another registration statement with the Commission to register a portion of the Units pursuant to Rule 462(b) under the Act (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be a part of deemed to include the registration statement on Form S-1 (File No. 333-91706) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called Act. The prospectus subject to completion in the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, form included in the Registration Statement, as it may be supplemented by Statement at the Prospectus Supplement, in time of the form in which initial filing of such prospectus and/or Prospectus Supplement have most recently been filed by the Company Registration Statement with the Commission pursuant and as such prospectus is amended from time to Rule 424(b) under time until the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 date of the Securities Act regulations (“Rule 433”), relating Prospectus is referred to in this Agreement as the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “"Preliminary Prospectus.” Any reference herein " All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Rule 462 Registration Statement, the Rule 434 Prospectus, a Preliminary Prospectus or the Prospectus, or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”"EDGAR").

Registration Statement and Prospectus. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a an automatic registration statement on Form S-3S-3 (File No. 333-254622), including a base prospectus, relating to certain securities, including the Common StockOrdinary Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the The Company will furnish has furnished to the AgentAgents, for use by Agentthe Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“EXXXXXXXXX”).

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-157300) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, at any given time, including a base prospectusamendments thereto (including post effective amendments thereto) at such time, relating the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to certain securities, including Item 12 of Form S-3 under the Common Stock, Securities Act at such time and the documents and information otherwise deemed to be issued from time a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to time by the CompanyRules and Regulations at such time, and which incorporates by reference documents that is herein called the “Registration Statement.” If the Company has filed or will file in accordance with the provisions of files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange ActRule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The Company has prepared is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies Base Prospectus.” Such supplemental form of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference thereinprospectus, and including any information contained preliminary prospectus supplement or “red xxxxxxx,” in a Prospectus (as defined below) subsequently the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any reference herein to the Registration Statement, the Base Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-1 (File No. 333-168854) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement and a preliminary prospectus supplement or “red hxxxxxx” pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including a base prospectusamendments thereto (including post effective amendments thereto) at such time, relating to certain securities, including the Common Stock, exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be issued from time to time a part thereof or included or incorporated by reference therein by the CompanySecurities Act or otherwise pursuant to the Rules and Regulations at such time, and which incorporates by reference documents that is herein called the “Registration Statement.” If the Company has filed or will file in accordance with the provisions of files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange ActRule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The Company has prepared is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (to a form of prospectus included in the Registration Statement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Prospectus Supplement”). Following Base Prospectus,” and such final prospectus supplement as filed, along with the date that such registration statement Base Prospectus, is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (hereinafter called the “Effective Time”), including all documents filed as part thereof Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or incorporated by reference therein, and including any information contained “red hxxxxxx,” in a Prospectus (as defined below) subsequently the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein On or prior to the Registration StatementClosing Date (as defined below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to Company will complete a series of transactions (the “Reverse Stock Split”) as described in the Time of Sale Disclosure Package (as defined below) and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinProspectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and include any document filed by the Company under the Securities Exchange Act of 1934, as amended (the “EXXXXExchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S‑3 (File No. 333-221391-01), including which contains a base prospectusprospectus (the “Base Prospectus”), relating to certain securitiesbe used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the Common Stockfinancial statements, exhibits and schedules thereto, at each time of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be issued from a part thereof at the time of effectiveness pursuant to time by Rule 430A(b) (the Company“Rule 430A Information”), and which incorporates by reference documents that Rule 430B or Rule 430C under the Company has filed Securities Act or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has prepared a Any preliminary prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date Securities that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under ), together with the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (Base Prospectus, is hereafter called a “Rule 462(b) Registration Statement”), is herein called the “Registration StatementPreliminary Prospectus.” The base prospectus, including all documents incorporated therein by reference, included in term “Prospectus” shall mean the Registration Statement, as it may be supplemented by final prospectus supplement relating to the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been Securities that is first filed by the Company with the Commission pursuant to Rule 424(b) under after the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, date and time that (i) this Agreement is required to be filed with the Commission executed and delivered by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i)parties hereto, in each case in including the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Base Prospectus.” . Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and therein pursuant to Item 12 of Form S‑3 under the Securities Act; any reference herein to the terms “amend,” “amendment” any amendment or “supplement” with respect supplement to the Registration Statement any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing any documents filed after the execution hereof date of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the such Preliminary Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with Prospectus, as the Commission pursuant case may be, under the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)Exchange Act.

Registration Statement and Prospectus. The Company A registration statement on Form N-2 with respect to the Units has filed or will file, in accordance with the provisions of heretofore become effective under the Securities Act of 1933and the regulations thereunder (the "Regulations"). The registration statement, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stockfinancial statements, to be issued from time to time by the Company, exhibits and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all other documents filed as a part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “"Registration Statement.” The base prospectus, including all documents incorporated ," and the prospectus contained therein by reference, included in is herein called the "Prospectus," except that if the Registration Statement is amended by a post-effective amendment, the term "Registration Statement" shall, as it may be supplemented by from and after the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) post-effective amendment becomes effective under the Securities Act, together with refer to the Registration Statement as so amended and the term "Prospectus" shall refer to the Prospectus as so amended or supplemented in such Registration Statement, and if any “issuer free writing prospectus,” as defined in Prospectus filed by the Fund pursuant to Rule 433 497 of the Regulations subsequent to the time any Registration Statement become effective under the Securities Act regulations (“shall amend or supplement, or differ from, the Prospectus contained in any such Registration Statement, the term "Prospectus" shall refer to such Prospectus filed pursuant to Rule 433”)497, relating or the Prospectus contained in such Registration Statement as amended or supplemented by the Prospectus filed pursuant to Rule 497, as the case may be, from and after the date on which it shall have been filed with the SEC. Other than those that are filed as exhibits to the SharesProspectus, if any, that (i) is there are no material contracts or other documents required by the Securities Act or the Investment Company Act to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein as exhibits to the Registration Statement, . No stop order of the SEC preventing or suspending the use of the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to effectiveness of the Registration Statement or has been issued under the Prospectus shall be deemed to refer to Securities Act, and include the filing after the execution hereof of no proceedings for any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreementsuch purpose have been instituted or, all references to the Registration Statementknowledge of the Fund, threatened by the SEC. Any Prospectus or delivered to any amendment or supplement thereto shall Ameriprise Financial will be deemed identical to include any copy the electronically transmitted copies thereof filed with the Commission pursuant SEC on the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System system (“EXXXX”)."XXXXX") except to the extent permitted by Regulation S-T.

Registration Statement and Prospectus. The Company has prepared and filed or will file, with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (No. 333-226644), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”)Securities. Following the date that such The registration statement is declared effectiveat the time it became effective on August 7, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)2018, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined belowif any) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such the registration statement at the time of effectiveness pursuant to Rule 430B or 462(b) of under the Securities Act (a “Rule 462(b) Registration Statement”)Act, is herein called hereinafter referred to as the “Registration Statement.” The base prospectusprospectus dated August 7, including all documents incorporated therein by reference, included in 2018 (the Registration Statement“Base Prospectus”), as it may be supplemented by the Prospectus Supplement, prospectus supplement dated the date hereof relating to the Securities in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission first used (or made available upon request of purchasers pursuant to Rule 424(b) 173 under the Securities Act, together ) in connection with any “issuer free writing prospectus,” as defined in Rule 433 confirmation of sales of the Securities Act regulations (the “Rule 433Prospectus Supplement”)) is hereinafter referred to as the “Prospectus.” The Base Prospectus, as supplemented by the preliminary prospectus supplement dated October 7, 2019 relating to the Shares, if any, that Securities and used prior to the filing of the Prospectus (ithe “Preliminary Prospectus Supplement”) is required hereinafter referred to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called as the “Preliminary Prospectus.” Any reference herein to the Registration Statement, the Preliminary Prospectus or any amendment or supplement thereto the Prospectus shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Act, and any reference herein to as of the terms “amend,” “amendment” or “supplement” with respect to effective date of the Registration Statement or the date of the Preliminary Prospectus shall be deemed or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to refer to information “in” (including by use of the terms “set forth in,” “described in” and include similar terms) the filing after Preliminary Prospectus, the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to Prospectus or the Registration Statement, the Prospectus or to any amendment or supplement thereto such reference shall be deemed to include any copy information incorporated by reference in the Preliminary Prospectus, the Prospectus or the Registration Statement, as the case may be. At or prior to 4:10 p.m. (Eastern time) on October 7, 2019, the time you have informed us as the time when sales of the Securities may be first made by the Underwriters in the offering (the “Time of Sale”), the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or was filed with the Commission Commission: the Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to Rule 405 under the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-141454) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act”) and the published rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared ) adopted by the Commission, including a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus SupplementBase Prospectus”). Following , and such amendments and supplements thereto as may have been required to the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such this Agreement. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusIf the Company files an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules and Regulations (the “462(b) Registration Statement”), including all documents incorporated therein by reference, included in then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement, as amended from time to time. The Registration Statement at the time it may be supplemented by originally became effective is herein called the “Initial Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus Supplementrelating to the Shares, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus or prospectus subject to completion which is filed or used in the Offering prior to filing of the Prospectus (including the Base Prospectus as so supplemented) is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the last to occur of the time the Registration Statement become effective with respect to the Placement Agents pursuant to Rule 430B under the Securities Act (the “Effective Time”), the date of the Preliminary Prospectus, or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing after the execution hereof of any document with under the Commission deemed to be Exchange Act after the Effective Time, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to and (ii) any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)such document so filed.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-173870) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) Registration Statement”)or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which such it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus and/or supplement to the Base Prospectus Supplement have most recently been filed by (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein therein pursuant to Item 12 of Form S-3 under the terms “amend,” “amendment” or “supplement” with respect to Securities Act as of the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference thereinsuch prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-183916) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) Registration Statement”)or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Plus an option to purchase up to 2,250,000 additional shares to cover over-allotments. The prospectus in the form in which such it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus and/or supplement to the Base Prospectus Supplement have most recently been filed by (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-270796) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following as may have been required as of the date that such of this Agreement. Such registration statement is declared effective, became automatically effective upon filing with the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as Commission. Each part of such registration statement, as supplemented by including the Prospectus Supplementamendments, relating to exhibits and any schedules thereto, the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement”)Statement became effective, is herein called the “Registration Statement.” The base prospectusAny registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which such prospectus and/or Prospectus Supplement have it has most recently been filed by with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System or any successor system thereto (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-198647) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement, as Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-206644) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder and such amendments to the base prospectus included as part of such registration statement specifically relating (including post-effective amendments) as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post-effective amendments) has been declared effective by the Commission. Such registration statement, as amended (the “Effective Time”including post-effective amendments thereto), including all the exhibits and any schedules thereto, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The base prospectus, including all documents incorporated therein by reference, prospectus filed with the Commission included in or incorporated by reference into the Registration StatementStatement at the time it was declared effective by the Commission, as it may be amended, modified or supplemented by and filed with the Prospectus SupplementCommission after such effective date and prior to the date hereof pursuant to Rule 424(b)(3), in is herein called the form in which such prospectus and/or Prospectus Supplement have most recently been “Base Prospectus.” The Company has filed by the Company or proposes to file with the Commission pursuant to Rule 424(b) 424 under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), a preliminary prospectus supplement relating to the Shares, if any, that Shares (ithe “Preliminary Prospectus Supplement”) is required and a final prospectus supplement relating to be filed the Shares (the “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Commission by Base Prospectus is hereinafter called the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed “Final Prospectus.” The Final Prospectus together with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), Preliminary Prospectus Supplement is herein hereinafter called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or any amendment or supplement thereto a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, therein pursuant to the Rules and any Regulations. Any reference herein to the terms “amend,” “amendment” Base Prospectus, the Final Prospectus or “supplement” with respect to the Registration Statement or the a Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System system or any successor system (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in or incorporated by reference into the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-161903) (the “Shelf Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act” or “Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement as may have been required to the date of this Agreement. The Shelf Registration Statement has been declared effective by the Commission. The Shelf Registration Statement at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a base prospectuspart thereof or included therein by Rule 430B under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations at such time, are collectively herein called the “Registration Statement.” The Shelf Registration Statement originally became effective September 30, 2009 (the “Original Registration Statement”). Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Shelf Registration Statement includes a prospectus dated September 30, 2009 (the “Base Prospectus”). Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to certain securities, including the Common Stock, to be issued from time to time by Securities and the Company, and which incorporates by reference documents that the Company has filed or will file offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Securities Exchange Act Rules and Regulations. Such final supplemental form of 1934, prospectus (including the Base Prospectus as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”so supplemented), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently the form filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-129276) under the Securities Exchange Act of 19341933, as amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder (collectively, the “Exchange Securities Act”). The Company has prepared a prospectus supplement , and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference thereinRule 430A, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B or 430C under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The base prospectus, including all documents incorporated therein by reference, Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement, as Statement relating to the Shares in the form heretofore delivered to the Placement Agents. Such prospectus included in the Registration Statement at the time it may be supplemented was declared effective by the Prospectus SupplementCommission or in the form in which it has been most recently filed with the Commission on or prior to the date of this Agreement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b)(including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 and prior to the termination of the Securities Act regulations (“Rule 433”), relating to offering of the Shares, if any, that (i) is required to be filed with the Commission Shares by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinPlacement Agents. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as applicable. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act, after the date of such Preliminary Prospectus or the Prospectus, as applicable, and before the date of such amendment or supplement and incorporated by reference in such Preliminary Prospectus or the Prospectus, as applicable; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date and before the date of such amendment that is incorporated by reference in the Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Securities Act. The offering of the Shares by the Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information. The Registration Statement has become effective under the Securities Act. No stop order preventing or suspending use of the Registration Statement, any Preliminary Prospectus or the Prospectus or the effectiveness of the Registration Statement, has been issued by the Commission, and no proceedings for such purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated or threatened by the Commission.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of as amended (File No. 333-183916) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, such amendments to the base prospectus included as part of such registration statement specifically relating (including post effective amendments) as may have been required to the Shares (date of this Agreement and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the “Prospectus Supplement”)Securities Act. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post effective amendments), has been declared effective by the Commission. Such registration statement, as amended (including post effective amendments thereto), the exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Effective TimeRule 462 Registration Statement”). Then any reference herein to the term Registration Statement shall include such 462 Registration Statement. The Company is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus,” and such final prospectus supplement as filed, including all documents filed as part thereof together with the Base Prospectus, is hereinafter called the “Final Prospectus.” Each of such Final Prospectus and any preliminary prospectus supplement or incorporated by reference therein, and including any information contained “red xxxxxxx,” in a Prospectus (as defined below) subsequently the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”Base Prospectus as so supplemented), is herein hereinafter called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the a “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the Final Prospectus or any amendment or supplement thereto a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein therein pursuant to Item 12 of Form S-3 under the terms “amend,” “amendment” or “supplement” with respect to Securities Act as of the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference thereinsuch Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, a Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-160130) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) Registration Statement”)or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which such it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus and/or supplement to the Base Prospectus Supplement have most recently been filed by (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-198113) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder and such amendments to the base prospectus included as part of such registration statement specifically relating (including post-effective amendments) as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post-effective amendments) has been declared effective by the Commission. Such registration statement, as amended (the “Effective Time”including post-effective amendments thereto), including all the exhibits and any schedules thereto, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The base prospectus, including all documents incorporated therein by reference, prospectus filed with the Commission included in or incorporated by reference into the Registration StatementStatement at the time it was declared effective by the Commission, as it may be amended, modified or supplemented by and filed with the Prospectus SupplementCommission after such effective date and prior to the date hereof pursuant to Rule 424(b)(3), in is herein called the form in which such prospectus and/or Prospectus Supplement have most recently been “Base Prospectus.” The Company has filed by the Company or proposes to file with the Commission pursuant to Rule 424(b) 424 under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), a preliminary prospectus supplement relating to the Shares, if any, that Shares (ithe “Preliminary Prospectus Supplement”) is required and a final prospectus supplement relating to be filed the Shares (the “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Commission by Base Prospectus is hereinafter called the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed “Final Prospectus.” The Final Prospectus together with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), Preliminary Prospectus Supplement is herein hereinafter called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or any amendment or supplement thereto a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, therein pursuant to the Rules and any Regulations. Any reference herein to the terms “amend,” “amendment” Base Prospectus, the Final Prospectus or “supplement” with respect to the Registration Statement or the a Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System system or any successor system (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in or incorporated by reference into the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-212404), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates or will incorporate by reference certain documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the The Company has furnished or will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as it may be supplemented by the Prospectus Supplement, Supplement relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” (as defined in Rule 433 of under the Securities Act regulations (“Rule 433”)), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreementhereof, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXXXXXXX”).

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-162114) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including a base prospectusamendments thereto (including post effective amendments thereto) at such time, relating the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to certain securities, including Item 12 of Form S-3 under the Common Stock, Securities Act at such time and the documents and information otherwise deemed to be issued from time a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to time by the CompanyRules and Regulations at such time, and which incorporates by reference documents that is herein called the “Registration Statement.” If the Company has filed or will file in accordance with the provisions of files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange ActRule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The Company has prepared is filing with the Commission pursuant to Rule 430B and Rule 424 under the Securities Act a final prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (to a form of prospectus included in the Registration Statement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Prospectus Supplement”). Following Base Prospectus,” and such final prospectus supplement as filed, along with the date that such registration statement Base Prospectus, is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (hereinafter called the “Effective Time”), including all documents filed as part thereof or incorporated by reference thereinFinal Prospectus.” Such Final Prospectus, and including any information contained preliminary prospectus supplement or “red xxxxxxx” along with the Base Prospectus, in a Prospectus (as defined below) subsequently the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the Final Prospectus or any amendment or supplement thereto a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein therein pursuant to Item 12 of Form S-3 under the terms “amend,” “amendment” or “supplement” with respect to Securities Act as of the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference thereinsuch Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, any Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or any Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or any Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or any Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “EXXXXExchange Act”), that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-196543) covering the Shares under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to be filed prior to the date of this Agreement. Such registration statement, as amended (including any post effective amendments), has been declared effective by the Commission or was automatically effective upon filing. Such registration statement, including a base prospectusamendments thereto (including post effective amendments thereto) at such time, relating to certain securities, including the Common Stock, exhibits and any schedules thereto at the Effective Time or thereafter during the period of effectiveness and the documents and information otherwise deemed to be issued from time to time a part thereof or included therein by the CompanySecurities Act or otherwise pursuant to the Rules and Regulations at such time, and which incorporates by reference documents that are herein called the “Registration Statement.” If the Company has filed or will file in accordance with the provisions of files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange ActRule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The Company has prepared is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (to the form of prospectus included in the Registration Statement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called a “Base Prospectus,” and collectively as the “Prospectus Supplement”). Following Base Prospectus” and such final prospectus supplement as filed, along with the date that such registration statement Base Prospectus, is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (hereinafter called the “Effective Time”), including all documents filed as part thereof Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or incorporated by reference therein, and including any information contained “red hxxxxxx,” in a Prospectus (as defined below) subsequently the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and include any document filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “EXXXXExchange Act”), that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The (i) As promptly as practicable after the execution of this Agreement, (x) Acquiror and the Company has shall jointly prepare and Acquiror shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the holders of Acquiror Ordinary Shares relating to the Acquiror Shareholders’ Meeting (such proxy statement, together with any amendments or will filesupplements thereto, the “Proxy Statement”), and (y) Acquiror shall prepare (with the Company’s reasonable cooperation (including causing its Subsidiaries and representatives to cooperate)) and file with the SEC the Registration Statement, in accordance which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the provisions of registration under the Securities Act of 1933(A) the shares of Domesticated Acquiror Class A Common Table of Contents Stock and Domesticated Acquiror Warrants to be issued in exchange for the issued and outstanding Acquiror Class A Ordinary Shares, as amendedCayman Acquiror Warrants and Cayman Acquiror Units comprising such in the Domestication, (B) the shares of Domesticated Acquiror Class A Common Stock that constitute the Aggregate Merger Consideration to be received by the equityholders of the Company (other than certain equity securities issuable under the Incentive Award Plan that are based on Domesticated Acquiror Class A Common Stock and constitute a portion of the rules Aggregate Merger Consideration, which shall instead be registered by Acquiror pursuant to an effective registration statement on Form S-8 (or other applicable form, including Form S-1 or Form S-3) in accordance with Section 7.1(a)) and regulations thereunder (C) the shares of Domesticated Acquiror Class A Common Stock issuable upon the exercise of the Domesticated Acquiror Warrants to be issued in exchange for the issued and outstanding Cayman Acquiror Warrants (collectively, the “Securities ActRegistration Statement Securities”), with the Securities . Each of Acquiror and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance shall use its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented promulgated by the Prospectus SupplementSEC, relating to have the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes Registration Statement declared effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Acquiror also agrees to use its reasonable best efforts to obtain all necessary state securities law or deemed “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby, and the Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each of Acquiror and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Registration Statement, a part of such registration statement Current Report on Form 8-K pursuant to Rule 430B or 462(b) of the Securities Exchange Act in connection with the transactions contemplated by this Agreement (a the “Rule 462(b) Registration StatementSuper 8-K”), is herein called or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). Acquiror will cause the Proxy Statement/Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included Statement to be mailed to the Acquiror Shareholders in each case promptly after the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) Statement is declared effective under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. The Trust and the Company has have prepared and filed or will file, with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, collectively called the “"Securities Act”"), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to, among other things, certain preferred securities of AES Trust I and II, certain junior subordinated debt and guarantees of preferred securities of AES Trust I and II (collectively, the "Shelf Securities"). The Trust and the Company also have filed with, or propose to certain securitiesfile with, including the Common StockCommission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities. The registration statement as amended to the date of this Agreement is hereinafter referred to as the "Base Registration Statement" and any registration statement filed pursuant to Rule 462(b) under the Securities Act relating to the Securities is herein referred to as the "Additional Registration Statement", and, together with the Base Registration Statement, the "Registration Statement". The related prospectus covering the Shelf Securities in the form first used to be issued from time confirm sales of the Securities is hereinafter referred to time as the "Basic Prospectus". The Basic Prospectus as supplemented by the Companyprospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities is hereinafter referred to as the "Prospectus". Any reference in this Agreement to the Registration Statement, the Basic Prospectus, any preliminary form of Prospectus (a "preliminary prospectus") previously filed with the Commission pursuant to Rule 424 or the Prospectus shall be deemed to refer to and which incorporates include the documents incorporated by reference documents that therein pursuant to Item 12 of Form S-3 under the Company has Securities Act which were filed or will file in accordance with the provisions of under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “"Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following ") on or before the date that such registration statement is declared effective, of this Agreement or the Company will furnish to the Agent, for use by Agent, copies date of the Basic Prospectus, any preliminary prospectus included as part of such registration statementor the Prospectus, as supplemented by the Prospectus Supplementcase may be; and any reference to "amend", relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof "amendment" or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed "supplement" with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein respect to the Registration Statement, the Prospectus or Basic Prospectus, any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the filing Exchange Act after the execution hereof date of this Agreement, or the date of the Basic Prospectus, any document with preliminary prospectus or the Commission Prospectus, as the case may be, which are deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-183916) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) Registration Statement”)or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which such it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus and/or supplement to the Base Prospectus Supplement have most recently been filed by (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement covering the Securities and Representative’s Securities (as defined in Section 4(f) hereof) on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of F-1 (File No. 333-254943) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared ) of the Commission thereunder, including a preliminary prospectus supplement relating to the base prospectus included as part of Securities and such amendments to such registration statement specifically relating (including post effective amendments) as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including post effective amendments thereto) and all documents and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise at the time of effectiveness thereof (the “Effective Time”), including all the exhibits and any schedules thereto at the Effective Time or thereafter during the period of effectiveness and the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or otherwise deemed to be a part of such registration statement pursuant to Rule 430B thereof or 462(b) of included therein by the Securities Act (a “Rule 462(b) Registration Statement”)or otherwise pursuant to the Rules and Regulations at the Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement.” The base prospectusIf the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), including all documents incorporated therein by reference, then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been Statement or filed by the Company with the Commission pursuant to Rule 424(b424(a) under the Securities Act, together Act is hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Securities and Representative’s Securities that was included in the Registration Statement immediately prior to the pricing of the offering contemplated hereby is hereinafter called the “Pricing Prospectus.” The Company is filing with any “issuer free writing prospectus,” as defined in the Commission pursuant to Rule 433 of 424 under the Securities Act regulations (“Rule 433”)a final prospectus covering the Securities, relating to which includes the Shares, if any, that (i) is required information permitted to be omitted therefrom at the Effective Time by Rule 430A under the Securities Act. Such final prospectus, as so filed, is hereinafter called the “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus in the form in which they were included in the Registration Statement or filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in 424 under the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), Securities Act is herein hereinafter called the a “Prospectus.” Any reference Reference made herein to the Registration Statementany Preliminary Prospectus, the Pricing Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules Guarantors have prepared and regulations thereunder (collectively, the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securitiesS-3 (File No. 333-135135), including the Common Stockrelated preliminary prospectus or prospectus, to be issued under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the Securities, the Underlying Securities and other securities of the Company, and the offering thereof from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions Rule 415 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder of the Commission promulgated under the Securities Act (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such Such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such an “automatic shelf registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (” as defined below) subsequently filed in Rule 405 under the Securities Act and became effective upon filing in accordance with the Commission pursuant to Rule 424(b462(e) under the Securities Act. The prospectus contained in such registration statement at the time it became effective is referred to herein as the “Base Prospectus.” Such registration statement, at any given time, including amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement thereof or included therein by Rule 430B under the Rules and Regulations (the “Rules 430B Information”) or otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Each preliminary prospectus supplement to the Base Prospectus, including all documents incorporated therein by referencetogether with the Base Prospectus, included that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the Registration Statementfollowing sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, as it may be supplemented by the Company and the Guarantors will prepare and file with the Commission a final prospectus supplement to the Base Prospectus Supplementrelating to the Securities and the offering thereof, together with the Base Prospectus, in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations (“Rule 424(b)”). Such final prospectus supplement, together with the Base Prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by first furnished to the Company with the Commission pursuant Underwriters to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 confirm sales of the Securities Act regulations (“Rule 433”), relating to at the Shares, if any, that (i) is required to be filed with time of the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)execution of this Agreement, is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act or the Securities Exchange Act of 1934 as amended (the “Exchange Act”), as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-159078) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) Registration Statement”)or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Base Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3S-3 (File No. 333-204080) under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement and a preliminary prospectus supplement or "red xxxxxxx" pursuant to Rule 424(b) under the Securities Act. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including a base prospectusamendments thereto (including post effective amendments thereto), relating the exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to certain securities, including Item 12 of Form S-3 under the Common Stock, Securities Act and the documents and information otherwise deemed to be issued from time a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to time by the CompanyRules and Regulations, and which incorporates by reference documents that is herein called the "Registration Statement." If the Company has filed or will file in accordance with the provisions of files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Exchange Act of 1934(the "Rule 462 Registration Statement"), as amended, and then any reference herein to the rules and regulations thereunder (collectively, the “Exchange Act”)term Registration Statement shall include such Rule 462 Registration Statement. The Company has prepared is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies a form of the prospectus included in the Registration Statement. Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the "Base Prospectus," and such final prospectus supplement as part of such registration statementfiled, as supplemented by along with the Base Prospectus, is hereinafter called the "Final Prospectus." Such Final Prospectus Supplement, relating to and any preliminary prospectus supplement or "red xxxxxxx," in the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained form in a Prospectus (as defined below) subsequently which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “a "Prospectus.” " Any reference herein to the Registration StatementBase Prospectus, the Final Prospectus or any amendment or supplement thereto a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein therein pursuant to Item 12 of Form S-3 under the terms “amend,” “amendment” or “supplement” with respect to Securities Act as of the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference thereinsuch Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Analysis and Retrieval System (“EXXXX”"XXXXX") system. All references in this Agreement to financial statements and schedules and other information which is "described," "contained," "included" or "stated" in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which are incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including covering the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions registration of the Securities Exchange on Form S-3 (File No. 333-133056) under the Securities Act of 19341933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The base prospectus, including all documents incorporated therein by reference, Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement, as Statement relating to the Securities in the form heretofore delivered to you. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement and such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein therein pursuant to Item 12 of Form S-3 under the terms “amend,” “amendment” or “supplement” with respect to Securities Act as of the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference thereinsuch prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) on November 27, 2018 a shelf registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-228562) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating (including post effective amendments) as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post effective amendments), has been declared effective by the Commission on December 10, 2018. Such registration statement, including amendments thereto (including post effective amendments thereto) at the time of effectiveness thereof (the “Effective Time”), including all the exhibits and any schedules thereto at the Effective Time or thereafter during the period of effectiveness and the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or otherwise deemed to be a part of such registration statement pursuant to Rule 430B thereof, incorporated by reference thereto or 462(b) of included therein by the Securities Act (a “Rule 462(b) Registration Statement”)or otherwise pursuant to the Rules and Regulations at the Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Company will prepare and file a prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission supplement pursuant to Rule 424(b) of the Rules and Regulations that discloses the information previously omitted from the Base Prospectus (as defined below) in the registration statement in reliance upon Rule 430B of the Rules and Regulations, which information will be deemed retroactively to be a part of the Registration Statement in accordance with Rule 430B of the Rules and Regulations. If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of Act (the Securities Act regulations (“Rule 433462 Registration Statement”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and then any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the term Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the such Rule 462 Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”).

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-161139) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating (including post effective amendments) as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post effective (the “Effective Time”amendments), has been declared effective by the Commission. Such registration statement, as amended (including all post effective amendments thereto), the exhibits and any schedules thereto and the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or otherwise deemed to be a part of such registration statement pursuant to Rule 430B thereof or 462(b) of included therein by the Securities Act (a “Rule 462(b) Registration Statement”)or otherwise pursuant to the Rules and Regulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The base prospectus, including all documents incorporated therein by reference, Company will file with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement relating to the Stock to the form of prospectus included in the Registration Statement, . The prospectus filed as it may be supplemented by part of the Prospectus Supplement, registration statement in the form in which such prospectus and/or Prospectus Supplement have it has most recently been filed by with the Company Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus” and any prospectus subject to completion included in the Registration Statement or any preliminary prospectus (including any preliminary prospectus supplement) relating to the Stock filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (Rules and Regulations is hereinafter called a “Rule 433”)Preliminary Prospectus.” The final prospectus supplement as filed, relating to the Shares, if any, that (i) is required to be filed along with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)Base Prospectus, is herein hereinafter called the “Final Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, a Preliminary Prospectus, the Final Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to its Next-Generation XXXXX system. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Electronic Data Gathering Analysis Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus (or other references of like import) shall be deemed to mean and Retrieval System include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “EXXXXExchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-192945) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) Registration Statement”)or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which such it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus and/or supplement to the Base Prospectus Supplement have most recently been filed by (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein therein pursuant to Item 12 of Form S-3 under the terms “amend,” “amendment” or “supplement” with respect to Securities Act as of the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference thereinsuch prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including covering the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions registration of the Securities Exchange on Form S-3 (File No. 333-128329) under the Securities Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement, as Statement relating to the Securities in the form heretofore delivered to you. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement and such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein are hereinafter collectively called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein therein pursuant to Item 12 of Form S-3 under the terms “amend,” “amendment” or “supplement” with respect to Securities Act as of the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference thereinsuch prospectus. For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-161859) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) Registration Statement”)or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. 1 Plus an option to purchase up to 2,046,000 additional shares to cover over-allotments. The prospectus in the form in which such it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus and/or supplement to the Base Prospectus Supplement have most recently been filed by (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (No. 333-162123), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”)Securities. Following the date that such The registration statement is declared effectiveat the time it became effective on September 24, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)2009, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined belowif any) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such the registration statement at the time of effectiveness pursuant to Rule 430B or 462(b) of under the Securities Act (a “Rule 462(b) Registration Statement”)Act, is herein called hereinafter referred to as the “Registration Statement.” The base prospectusprospectus dated September 24, including all documents incorporated therein by reference, included in 2009 (the Registration Statement“Base Prospectus”), as it may be supplemented by the Prospectus Supplementprospectus supplement dated September 11, 2012 relating to the Securities in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission first used (or made available upon request of purchasers pursuant to Rule 424(b) 173 under the Securities Act, together ) in connection with any “issuer free writing prospectus,” as defined in Rule 433 confirmation of sales of the Securities Act regulations (the “Rule 433Prospectus Supplement”)) is hereinafter referred to as the “Prospectus.” The Base Prospectus, as supplemented by the preliminary prospectus supplement dated September 11, 2012 relating to the Shares, if any, that Securities and used prior to the filing of the Prospectus (ithe “Preliminary Prospectus Supplement”) is required hereinafter referred to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called as the “Preliminary Prospectus.” Any reference herein to the Registration Statement, the Preliminary Prospectus or any amendment or supplement thereto the Prospectus shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Act, and any reference herein to as of the terms “amend,” “amendment” or “supplement” with respect to effective date of the Registration Statement or the date of the Preliminary Prospectus shall be deemed or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to refer to information “in” (including by use of the terms “set forth in,” “described in” and include similar terms) the filing after Preliminary Prospectus, the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to Prospectus or the Registration Statement, the Prospectus or to any amendment or supplement thereto such reference shall be deemed to include any copy information incorporated by reference in the Preliminary Prospectus, the Prospectus or the Registration Statement, as the case may be. At or prior to 2:30 p.m. (Eastern time) on September 11, 2012, the time you have informed us as the time when sales of the Securities may be first made by the Underwriters in the offering (the “Time of Sale”), the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or was filed with the Commission Commission: the Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to Rule 405 under the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates or will incorporate by reference therein documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus SupplementEquity Distribution Prospectus”). Following the date that such registration statement is declared effective, the The Company has furnished or will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Equity Distribution Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or under the Securities Act, and including any registration statement filed to register Shares pursuant to Rule 462(b) of under the Securities Act (a “Rule 462(b) Registration 462(b)Registration Statement”), is herein called the “Registration Statement.” The base prospectusEquity Distribution Prospectus, including all documents incorporated therein by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplementa prospectus supplement, in the form in which such Equity Distribution Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” (as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), Act) relating to the Shares, if any, that (i) is required to be filed by the Company with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i)) under the Securities Act, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution date hereof of any document with the Commission deemed to be incorporated by reference thereintherein or otherwise deemed to be a part thereof under the Securities Act. For purposes of this Agreement, all All references herein to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXXXXXXX”).

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-191704) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented including amendments thereto, the exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Prospectus Supplement, relating Securities Act and the documents and information otherwise deemed to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Securities to a form of prospectus included in the Registration Statement, as Statement relating to the Securities in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-233047) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as Commission. Each part of such registration statement, as supplemented by including the Prospectus Supplementamendments, relating to exhibits and any schedules thereto, the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement”)Statement became effective, is herein called the “Registration Statement.” The base prospectusAny registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which such prospectus and/or Prospectus Supplement have it has most recently been filed by with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System or any successor system thereto (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-163606) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus Rule 430B (as defined below) subsequently filed with the Commission pursuant to “Rule 424(b430B”) under the Securities Act (the “Rule 430B Information”) or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus dated December 24, 2009, filed with the Commission pursuant to Rule 424(b)(3) on such date, and related to the Original Registration Statement is herein called the “Base Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as it may be supplemented by the Prospectus Supplementso supplemented), in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Base Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-267780) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement, as Statement in the form heretofore delivered to the Underwriter. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-1 (File No. 333-195508) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations of the Commission thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement , and such amendments to the base prospectus included as part of such registration statement specifically relating (including post effective amendments) as may have been required to the Shares date of this Underwriting Agreement (the “Prospectus SupplementAgreement”)) and a preliminary prospectus supplement or “red xxxxxxx” pursuant to Rule 424(b) under the Securities Act. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including post effective amendments thereto) at such time, the exhibits and any schedules thereto at such time and the documents and information otherwise deemed to be a part thereof or included therein by the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Effective TimeRule 462 Registration Statement”), including then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The form of prospectus included in the Registration Statement is hereinafter called the “Base Prospectus.” Such Base Prospectus, along with any final prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424 under the Securities Act, or the prospectus that discloses all documents filed as part thereof or incorporated by reference thereinthe information that was omitted from the Base Prospectus pursuant to Rule 430A under the Securities Act, and including in either case together with any information changes contained in a any prospectus filed with the Commission by the Company with the consent of the Underwriters after the effective date of the Registration Statement, is hereinafter called the “Final Prospectus.” The Final Prospectus (as defined below) subsequently and any preliminary prospectus supplement or “red xxxxxxx,” in the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to The Company has also prepared and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document filed with the British Columbia Securities Commission deemed to be incorporated by reference therein(the “BCSC”) a preliminary short form prospectus. Such preliminary short form prospectus together with any amendments thereto or amended short form prospectus filed with the BCSC in connection with this offering is hereinafter called the “Canadian Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System system or any successor system. All references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “EXXXXExchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-236194) under the Securities Exchange Act of 19341933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission promulgated thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the offering of the Securities to the form of prospectus included in the Registration Statement, as Statement in the form heretofore delivered to the Underwriters. Such prospectus in the form in which it may be supplemented by appears in the Prospectus SupplementRegistration Statement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under (including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any preliminary form of Prospectus which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”).. All references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. As used in this Agreement:

Registration Statement and Prospectus. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXXXXXXX”).

Registration Statement and Prospectus. The Company has prepared and filed or will file, with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (No. 333-206226), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”)Securities. Following the date that such The registration statement is declared effectiveat the time it became effective on August 7, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)2015, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined belowif any) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such the registration statement at the time of effectiveness pursuant to Rule 430B or 462(b) of under the Securities Act (a “Rule 462(b) Registration Statement”)Act, is herein called hereinafter referred to as the “Registration Statement.” The base prospectusprospectus dated August 7, including all documents incorporated therein by reference, included in 2015 (the Registration Statement“Base Prospectus”), as it may be supplemented by the Prospectus Supplementprospectus supplement dated November 29, 2017 relating to the Securities in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission first used (or made available upon request of purchasers pursuant to Rule 424(b) 173 under the Securities Act, together ) in connection with any “issuer free writing prospectus,” as defined in Rule 433 confirmation of sales of the Securities Act regulations (the “Rule 433Prospectus Supplement”)) is hereinafter referred to as the “Prospectus.” The Base Prospectus, as supplemented by the preliminary prospectus supplement dated November 29, 2017 relating to the Shares, if any, that Securities and used prior to the filing of the Prospectus (ithe “Preliminary Prospectus Supplement”) is required hereinafter referred to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called as the “Preliminary Prospectus.” Any reference herein to the Registration Statement, the Preliminary Prospectus or any amendment or supplement thereto the Prospectus shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Act, and any reference herein to as of the terms “amend,” “amendment” or “supplement” with respect to effective date of the Registration Statement or the date of the Preliminary Prospectus shall be deemed or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to refer to information “in” (including by use of the terms “set forth in,” “described in” and include similar terms) the filing after Preliminary Prospectus, the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to Prospectus or the Registration Statement, the Prospectus or to any amendment or supplement thereto such reference shall be deemed to include any copy information incorporated by reference in the Preliminary Prospectus, the Prospectus or the Registration Statement, as the case may be. At or prior to 4:00 p.m. (Eastern time) on November 29, 2017, the time you have informed us as the time when sales of the Securities may be first made by the Underwriters in the offering (the “Time of Sale”), the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or was filed with the Commission Commission: the Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to Rule 405 under the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-165112) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such registration statement (including post effective amendments) as may have been required to the date of this Agreement. Such registration statement, as amended (including any post effective amendments) has been declared effective by the Commission. Such registration statement, including a base prospectusamendments thereto (including post effective amendments thereto) at such time, relating the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to certain securities, including Item 12 of Form S-3 under the Common Stock, Securities Act at such time and the documents and information otherwise deemed to be issued from time a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to time by the CompanyRules and Regulations at such time, and which incorporates by reference documents that is herein called the “Registration Statement.” If the Company has filed or will file in accordance with the provisions of files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange ActRule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The Company has prepared is filing with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (to a form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriters. The prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Prospectus Supplement”). Following Base Prospectus,” and such final prospectus supplement as filed, along with the date that such registration statement Base Prospectus, is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (hereinafter called the “Effective Time”), including all documents filed as part thereof Final Prospectus.” Such Final Prospectus and any preliminary prospectus supplement or incorporated by reference therein, and including any information contained “red hxxxxxx,” in a Prospectus (as defined below) subsequently the form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of (including the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, Base Prospectus as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the a “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the Final Prospectus or any amendment or supplement thereto a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein therein pursuant to Item 12 of Form S-3 under the terms “amend,” “amendment” or “supplement” with respect to Securities Act as of the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference thereinsuch Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus, a Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or a Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the Base Prospectus, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-170327) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act”) and the rules and regulations of the Commission thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement , and such amendments to the base prospectus included as part of such registration statement specifically relating (including post-effective amendments) as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such Such registration statement, as amended when it becomes (including any post-effective amendments) has been declared effective by the Commission. Such registration statement, as amended (the “Effective Time”including post-effective amendments thereto), including all the exhibits and any schedules thereto, the documents filed as incorporated by reference therein pursuant to Form S-3 under the Securities Act and the Rules and Regulations, and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)Rules and Regulations, is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement. The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as Statement at the time it may be supplemented was declared effective by the Prospectus Supplement, in Commission is herein called the form in which such prospectus and/or Prospectus Supplement have most recently been “Base Prospectus.” The Company has filed by the Company or proposes to file with the Commission pursuant to Rule 424(b) 424 under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), a preliminary prospectus supplement relating to the Shares, if any, that Shares (ithe “Preliminary Prospectus Supplement”) is required and a final prospectus supplement relating to be filed the Shares (the “Final Prospectus Supplement”). The Final Prospectus Supplement together with the Commission by Base Prospectus is hereinafter called the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed “Final Prospectus.” The Final Prospectus together with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), Preliminary Prospectus Supplement is herein hereinafter called the “Prospectus.” Any reference herein to the Registration StatementBase Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or any amendment or supplement thereto a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, therein pursuant to the Rules and any Regulations. Any reference herein to the terms “amend,” “amendment” Base Prospectus, the Final Prospectus or “supplement” with respect to the Registration Statement or the a Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Final Prospectus Supplement, the Final Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-162541) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) Registration Statement”)or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Securities and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Base Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which that incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the The Company has furnished or will furnish to the Agent, for use by AgentAgent in connection with the offering of the Shares, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or of the Securities Act and including any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System system (“EXXXXXXXXX”).

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-155391) under the Securities Exchange Act of 19341933, as amended, amended (the “Securities Act” or “Act”) and the rules and regulations thereunder (collectively, the “Exchange ActRules and Regulations”). The Company has prepared a prospectus supplement ) of the Commission thereunder, and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or at such time and the documents and information otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b430B Information”) Registration Statement”)or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement.” The base prospectusRegistration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, including all documents incorporated therein by reference, included in from and after the date and time of filing of the Rule 462(b) Registration Statement, as it may be supplemented by the Prospectus Supplement, term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by it appeared in the Original Registration Statement is herein called the “Base Prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof in accordance with the provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Base Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant the to its Electronic Data Gathering Gathering, Analysis and Retrieval System (“EXXXXXXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Base Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. The Company has prepared and filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of S-3 (File No. 333-134129) under the Securities Exchange Act of 19341933, as amended, and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder (collectively, the “Exchange Securities Act”). The Company has prepared a prospectus supplement , and such amendments to the base prospectus included as part of such registration statement specifically relating as may have been required to the Shares (the “Prospectus Supplement”)date of this Agreement. Following the date that such Such registration statement is has been declared effective, effective by the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such Commission. Such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)at any given time, including all amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents filed as incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or incorporated included therein by reference thereinRule 430A, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 430B or 430C under the Securities Act or deemed to be a part of such registration statement otherwise pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”)at such time, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement” and, from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The base prospectus, including all documents incorporated therein by reference, Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the Shares to a form of prospectus included in the Registration Statement, as Statement relating to the Shares in the form heretofore delivered to the Placement Agent. Such prospectus included in the Registration Statement at the time it may be supplemented was declared effective by the Prospectus SupplementCommission or in the form in which it has been most recently filed with the Commission on or prior to the date of this Agreement is hereinafter called the “Base Prospectus.” Such supplemental form of prospectus, in the form in which such prospectus and/or Prospectus Supplement have most recently been it shall be filed by the Company with the Commission pursuant to Rule 424(b) under 424(b)(including the Securities Act, together with any “issuer free writing prospectus,” Base Prospectus as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (iso supplemented) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein hereinafter called the “Prospectus.” Any reference herein to the Registration Statement, Base Prospectus or the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” supplements or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document amendments thereto, filed with the Commission deemed after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to be incorporated the termination of the offering of the Shares by reference thereinthe Placement Agent. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). Any reference to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of the Prospectus. Any reference to any amendment or supplement thereto to the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act, after the date of the Prospectus and before the date of such amendment or supplement and incorporated by reference in the Prospectus; and any reference to any amendment to the Registration Statement shall be deemed to include any copy annual report of the Company on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Electronic Data Gathering Analysis Exchange Act after the Effective Date and Retrieval System (“EXXXX”)before the date of such amendment that is incorporated by reference in the Registration Statement. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3 under the Securities Act. The offering of the Shares by the Company complies with the applicable requirements of Rule 415 under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. The Registration Statement has become effective under the Securities Act. No stop order preventing or suspending use of the Registration Statement or the Prospectus or the effectiveness of the Registration Statement, has been issued by the Commission, and no proceedings for such purpose have been instituted or are pending or, to the Company’s knowledge, are contemplated or threatened by the Commission.

Registration Statement and Prospectus. (a) The Company meets the requirements for use of Form S-3 under the Securities Act and has filed or will file, in accordance with the provisions SEC a registration statement on such Form (Registration File No. 333-166988), which became effective as of June 7, 2010, for the registration under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where Such registration statement meets the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained requirements set forth in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b415(a)(1)(x) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” and complies with said Rule. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company will file with the Commission SEC pursuant to Rule 424(b) under the Securities Act, together with any and the rules and regulations (the “issuer free writing prospectus,” as defined in Rule 433 Rules and Regulations”) of the Securities Act regulations (“Rule 433”)SEC promulgated thereunder, a supplement to the form of prospectus filed with the SEC on May 20, 2010 and related to such registration statement, relating to the Sharesoffer to sell and proposed sale of the Shares and the plan of distribution thereof. Such registration statement, if anyincluding the exhibits thereto, that (i) as amended at the date of this Agreement, is required to hereinafter called the “Registration Statement”; such prospectus in the form filed with the SEC on May 20, 2010, is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the form in which it will be filed with the Commission by the Company or (ii) is exempt from filing SEC pursuant to Rule 433(d)(5)(i), in each case in 424(b) (including the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), Base Prospectus as so supplemented) is herein hereinafter called the “ProspectusProspectus Supplement.” Any reference herein to the Registration Statement, the Base Prospectus or any amendment or supplement thereto the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference thereintherein (the “Incorporated Documents”) pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference therein. For purposes of this Agreement, all references to in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant Company’s knowledge, is threatened by the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)SEC.

Registration Statement and Prospectus. The Company has filed or will file, in accordance with the provisions of SEC the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, including a base prospectus, relating to certain securitiesRegistration Statement, including the Common StockBasic Prospectus, for registration under the 1933 Act of the offering and sale of the Securities. Such Registration Statement became effective upon filing, and no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending or, to be issued from time to time the Company’s knowledge, threatened by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)SEC. The Company has prepared a prospectus supplement to filed with the base prospectus included SEC, as part of such registration statement specifically relating an amendment to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof Registration Statement or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), Pricing Prospectus relating to the SharesSecurities. The Company will file with the SEC the Final Supplemental Prospectus relating to the Securities in accordance with Rule 424(b) under the Securities Act. The Registration Statement complies and the Final Supplemented Prospectus will comply, if anyand any further amendments or supplements thereto, that (i) is required to be when any such amendments become effective or supplements are filed with the Commission by SEC, as the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i)case may be, will comply, in each case in the form filed or required to be filed all material respects with the Commission or, if not required to be filed, in requirements of the form retained in 1933 Act and the Company’s records pursuant to Rule 433(g), is herein called 1933 Act Regulations and the 1939 Act and the rules and regulations of the SEC under the 1939 Act (the “Prospectus.” Any reference herein to 1939 Act Regulations”) and the Registration Statement, the Pricing Disclosure Package and the Final Supplemented Prospectus or any amendment or supplement thereto shall be deemed to refer to do not and include will not, (A) as of the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect Effective Date as to the Registration Statement and any amendment thereto, (B) as of the Applicable Time as to the Pricing Disclosure Package and (C) as of the date of the Final Supplemented Prospectus as to the Final Supplemented Prospectus or as of the date when any supplement is filed as to the Final Supplemented Prospectus as further supplemented, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the case of the Registration Statement and any amendment thereto, and, in the light of the circumstances under which they were made, not misleading in the case of the Pricing Disclosure Package and the Final Supplemented Prospectus as further supplemented; except that the Company makes no representations or warranties with respect to (1) that part of the Registration Statement which shall be deemed to refer to and include constitute the filing after Statement of Eligibility (Form T-1) under the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement1939 Act or (2) statements or omissions made in a Permitted Free Writing Prospectus, all references to the Registration Statement, the Pricing Prospectus or the Final Supplemented Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Underwriters through the Representatives expressly for use therein. Each Permitted Free Writing Prospectus does not include anything that conflicts with the information contained in the Registration Statement, the Pricing Prospectus or the Final Supplemented Prospectus, and each such Permitted Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to any amendment statement or supplement thereto shall be deemed omissions made in a Permitted Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to include any copy filed the Company by the Underwriters through the Representatives expressly for use therein. The Pricing Disclosure Package and each electronic road show, when taken together as a whole with the Commission pursuant Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Electronic Data Gathering Analysis statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Pricing Disclosure Package based upon and Retrieval System (“EXXXX”)in conformity with information furnished in writing to the Company by any Underwriter through the Representatives specifically for use therein.

Registration Statement and Prospectus. The A registration statement on Form S-2 (File No. 333- 36821) with respect to the Shares has been prepared by the Company has filed or will file, in accordance conformity with the provisions requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), and the rules and regulations thereunder (collectively, the “Securities Act”), with "Rules and Regulations") of the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, thereunder and which incorporates by reference documents that the Company has been duly filed or will file in accordance with the provisions of Commission under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effective, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of Rule 430A of the Rules and Regulations under the Securities Act) contained therein and the exhibits, financial statements and schedules, as supplemented finally amended and revised, have heretofore been delivered by the Prospectus Supplement, relating Company to the SharesRepresentatives (and to such of the Underwriters which have requested the foregoing from the Company). Except where the context otherwise requires, such Such registration statement, herein referred to as amended when it becomes effective (the “Effective Time”)"Registration Statement," which shall be deemed to include all information, including all documents filed as part thereof or incorporated by reference thereinif any, omitted therefrom in reliance upon Rule 430A of the Rules and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) Regulations under the Securities Act or deemed and contained in the Prospectus referred to be a part of such registration statement pursuant to Rule 430B or 462(b) of below, has been declared effective by the Commission under the Securities Act (a “Rule 462(b) Registration Statement”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in and no post-effective amendment to the Registration Statement, Statement has been filed as it may be supplemented by of the Prospectus Supplement, in the date of this Agreement. The form in which such of prospectus and/or Prospectus Supplement have most recently been first filed by the Company with the Commission pursuant to Rule 424(b) and Rule 430A of the Rules and Regulations under the Securities Act, together with any “issuer free writing prospectus,” Act is herein referred to as defined the "Prospectus." Each preliminary prospectus included in the Registration Statement prior to the time it became or becomes effective and each form of prospectus that pursuant to Rule 433 430A of the Rules and Regulations under the Securities Act regulations (“Rule 433”), relating to the Shares, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), omits certain information is herein called the “referred to as a "Preliminary Prospectus.” " Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy supplements or amendments thereto filed with the Commission pursuant after the Electronic Data Gathering Analysis date of filing of the Prospectus under said Rules 424(b) and Retrieval System 430A, and prior to the termination of the offering of the Shares by the Underwriters. Each of the terms "Preliminary Prospectus," "Prospectus" and "Registration Statement," as used herein, shall include all documents and other information incorporated by reference therein including (“EXXXX”)without limitation) exhibits to such documents.

Registration Statement and Prospectus. The Company has prepared and filed or will file, with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (No. 333-226644), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”)Securities. Following the date that such The registration statement is declared effectiveat the time it became effective on August 7, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”)2018, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined belowif any) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such the registration statement at the time of effectiveness pursuant to Rule 430B or 462(b) of under the Securities Act (a “Rule 462(b) Registration Statement”)Act, is herein called hereinafter referred to as the “Registration Statement.” The base prospectusprospectus dated August 7, including all documents incorporated therein by reference, included in 2018 (the Registration Statement“Base Prospectus”), as it may be supplemented by the Prospectus Supplement, prospectus supplement dated the date hereof relating to the Securities in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission first used (or made available upon request of purchasers pursuant to Rule 424(b) 173 under the Securities Act, together ) in connection with any “issuer free writing prospectus,” as defined in Rule 433 confirmation of sales of the Securities Act regulations (the “Rule 433Prospectus Supplement”)) is hereinafter referred to as the “Prospectus.” The Base Prospectus, as supplemented by the preliminary prospectus supplement dated May 1, 2020 relating to the Shares, if any, that Securities and used prior to the filing of the Prospectus (ithe “Preliminary Prospectus Supplement”) is required hereinafter referred to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called as the “Preliminary Prospectus.” Any reference herein to the Registration Statement, the Preliminary Prospectus or any amendment or supplement thereto the Prospectus shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Act, and any reference herein to as of the terms “amend,” “amendment” or “supplement” with respect to effective date of the Registration Statement or the date of the Preliminary Prospectus shall be deemed or the Prospectus (the “Incorporated Documents”), and, except as otherwise indicated, when reference is made to refer to information “in” (including by use of the terms “set forth in,” “described in” and include similar terms) the filing after Preliminary Prospectus, the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to Prospectus or the Registration Statement, the Prospectus or to any amendment or supplement thereto such reference shall be deemed to include any copy information incorporated by reference in the Preliminary Prospectus, the Prospectus or the Registration Statement, as the case may be. At or prior to 3:50 p.m. (Eastern time) on May 1, 2020, the time you have informed us as the time when sales of the Securities may be first made by the Underwriters in the offering (the “Time of Sale”), the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”) was delivered in connection with such sales or was filed with the Commission Commission: the Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to Rule 405 under the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”)Act) listed on Exhibit A hereto.

Registration Statement and Prospectus. The Company has prepared and filed or will file, with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-188573), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securitiesto, among other things, the Securities. Such registration statement, as amended, including the Common Stockfinancial statements, exhibits and schedules thereto, at each time of effectiveness under the Act for purposes of Section 11 of the Act, as such section applies to the Underwriters (the “Effective Time”), including any required information deemed to be issued from part thereof at the time of effectiveness pursuant to time by Rule 430B under the Company, and which incorporates by reference documents that the Company has filed Act or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a ) is called the “Registration Statement.” Any preliminary prospectus supplement to the base Base Prospectus that describes the Securities and the offering thereof and is used prior to the filing of the Prospectus is called, together with the Base Prospectus, a “Preliminary Prospectus.” The term “Prospectus” shall mean the prospectus included as part of such registration statement specifically supplement relating to the Shares (the “Prospectus Supplement”). Following the date that such registration statement is declared effectiveSecurities, the Company will furnish to the Agent, for use by Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective (the “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed together with the Commission Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act or deemed after the date and time that this Agreement is executed and delivered to be a part of such the parties hereto. If the Company files another registration statement with the Commission to register a portion of the Securities pursuant to Rule 430B or 462(b) of under the Securities Act (a the “Rule 462(b) 462 Registration Statement”), is herein called the then any reference to “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in herein shall be deemed to include the registration statement on Form S-3 File No. 333-188573 and the Rule 462 Registration Statement, as it each such registration statement may be supplemented amended pursuant to the Act. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed Company or used or referred to by the Company in connection with the Commission pursuant to Rule 424(b) under offering of the Securities Act, Securities. “Time of Sale Information” shall mean the Preliminary Prospectus together with any “issuer the free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Sharesprospectuses, if any, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), identified in each case Schedule II hereto. All references in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendment amendments or supplement thereto supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Act, and any reference herein to as of the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof date of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant the Electronic Data Gathering Analysis and Retrieval System (“EXXXX”).the