Common use of Registration Statement Clause in Contracts

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not no earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The AIP and RELP shall cooperate and promptly prepare and AIP shall file with the SEC as soon as practicable a Registration Statement is an “automatic shelf registration statement” on Form S-4 (as defined under Rule 405 the "Form S-4") under the Securities Act) that has been filed , with respect to the AIP Common Shares issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders and partners, respectively, of AIP and RELP in connection with the SEC not earlier than three years prior Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to the date of the Pricing Agreement; no notice of objection of the SEC comply as to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed form in all material respects to with the requirements applicable provisions of the Securities Act, the Exchange Act and the Trust Indenture Act rules and did regulations promulgated thereunder. AIP shall use all reasonable efforts, and RELP will cooperate with AIP to have the Form S-4 declared effective by the SEC as promptly as practicable. AIP shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. AIP agrees that the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders and partners, respectively, of AIP and RELP, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At ; provided, however, that the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects foregoing shall not apply to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included extent that any such untrue statement of a material fact or omitted omission to state a 24 material fact was made by AIP in reliance upon and in conformity with written information concerning RELP furnished to AIP by RELP specifically for use in the Proxy Statement/Prospectus. RELP agrees that the written information provided by it specifically for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders and partners, respectively, of AIP and RELP, or, in the case of written information provided by RELP specifically for inclusion in the Form S-4 or any amendments or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAIP will advise RELP, as of its date and as promptly after it receives notice thereof, of the Closing Datetime when the Form S-4 has become effective or any supplement or amendment has been filed, did not and will not include the issuance of any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make stop order, the statements therein, in light suspension of the circumstances under which they were madequalification of the AIP Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, not misleading. Notwithstanding or any request by the foregoing, SEC for amendment of the Company does not make any representation Proxy Statement/Prospectus or warranty with respect to Underwriter Informationthe Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Timedate it is declared effective by the SEC, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The To the Company’s knowledge, the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been presently filed with United States Securities and Exchange Commission (the SEC not earlier than three years prior “SEC”), and any amendment thereto, including any information deemed to be included therein pursuant to the date of the Pricing Agreement; no notice of objection rules and regulations of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The Registration Statement is Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Commission an “automatic shelf registration statement” (, as defined under in Rule 405 (File Number 333-158958), on Form S-3, including a related base prospectus, for registration under the Securities Act of the offering and sale of certain securities. Such registration statement, including the exhibits thereto and the documents, if any, incorporated by reference therein, as amended (or deemed to have been amended pursuant to Rules 430A, 430B or 430C under the Securities Act) that has been from time to time, is hereinafter referred to as the “Shelf Registration Statement.” Such Shelf Registration Statement, including any amendments thereto filed with the SEC not earlier than three years prior to the date of this Agreement or prior to any such time this representation is repeated or deemed to be made, became effective upon filing and no stop order suspending the Pricing Agreement; effectiveness of the Shelf Registration Statement or any part thereof has been issued or is in effect and no proceeding for that purpose has been initiated or threatened by the Commission or by the state securities authority of any jurisdiction, and no notice of objection of the SEC Commission to the use of such the Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the . The Shelf Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed complies in all material respects to with the applicable requirements of the Securities Act and the Trust Indenture Securities Exchange Act of 1934, as amended (the “Exchange Act”), and did the respective rules thereunder and does not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. At ; provided, however, that the Applicable Time, Company and the Operating Partnership make no representations or warranties as to the information contained in or omitted from the Shelf Registration Statement or any related prospectus supplement in reliance upon and the Pricing Prospectus conformed in all material respects conformity with information furnished in writing to the requirements of Company or the Securities Act, Operating Partnership by the Trust Indenture Act, and neither Holder specifically for inclusion in the Shelf Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationrelated prospectus supplement.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CompanyCompany or the Guarantor; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does and the Guarantor do not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC Commission not earlier than three years prior to the date of the Pricing this Underwriting Agreement; no notice of objection of the SEC Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SECCommission, and any request on the part of the SEC Commission for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, Act and the Trust Indenture Act, and neither the (i) Registration Statement (as amended or supplemented by the Pricing Prospectus) nor (ii) the Time of Sale General Disclosure Package Package, included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date complied, and as of the Closing DateTime will comply, in all material respects with the Securities Act, and, as of its date did not not, and as of the Closing Time will not not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding This representation, warranty and agreement shall not apply to statements in or omissions from the foregoingRegistration Statement, the Pricing Prospectus, the Prospectus or the General Disclosure Package made in reliance upon and in conformity with information furnished to the Company does not make any representation or warranty with respect to Underwriter Informationin writing by the Underwriters expressly for use therein.

Registration Statement. (i) The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orStatement, to the knowledge of the Companywhen it became effective, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At , (ii) the Applicable TimeTime of Sale Prospectus does not, and at the time of each sale of the Shares to be sold by such Selling Shareholder in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements Time of the Securities ActSale Prospectus, the Trust Indenture Act, and neither the Registration Statement (as then amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, as of its date and as of the Closing Date, did does not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; provided that the foregoingrepresentations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Company does not make Time of Sale Prospectus, the Prospectus or any representation amendments or warranty supplements thereto, it being understood and agreed that such information is limited to the name of such Selling Shareholder, the number of offered Shares by such Selling Shareholder and the address and other information with respect to Underwriter such Selling Shareholder that appear in the footnotes under the caption “Principal and Selling Shareholders” in the Registration Statement, any Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendment or supplement thereto (collectively, the “Selling Shareholder Information”).

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form F-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities (“Purchasers”) until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Registration Statement is an “automatic shelf In connection with any registration statement” (as defined under Rule 405 of Registrable Shares under the Securities Act) that has been filed Act pursuant to this Agreement, the Company will furnish each Selling Holder and each underwriter, if any, with the SEC not earlier than three years prior to the date a copy of the Pricing Agreement; no notice registration statement and all amendments thereto and will supply each such Selling Holder with copies of objection any prospectus included therein (including a preliminary prospectus and all amendments and supplements thereto), in each case including all exhibits, in such quantities as may be reasonably necessary for the purposes of the SEC proposed sale or distribution covered by such registration (the Company hereby consenting to the use in accordance with all applicable federal securities laws of each such Registration Statement registration statement (or any amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such Selling Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Shares covered by such registration statement or prospectus). The Company shall not, however, be required to maintain the registration statement relating to a Demand Registration and to supply copies of a prospectus for a period beyond the Demand Period and, at the end of such Demand Period, the Company may deregister any Registrable Shares covered by such registration statement and not then sold or distributed. In connection with any such registration of Registrable Shares, the Company will, at the request of the managing underwriter with respect thereto pursuant (or, if not an underwritten offering, at the request of Selling Holders holding a majority of the Registrable Shares to Rule 401(g)(2be included in the registration) use its Commercially Reasonable Efforts to register or qualify such Registrable Shares for sale under the Securities Act has been received by securities laws of such states as is reasonably requested to permit the Company; and no order suspending the effectiveness distribution of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orsuch Registrable Shares and, to use its reasonable efforts to keep each such registration or qualification effective during the knowledge of the Company, period such registration statement is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein kept effective and to do such other acts or things reasonably necessary or advisable to make enable the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed disposition in all material respects to the requirements such jurisdictions of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented securities covered by the Pricing Prospectus) nor applicable registration statement in accordance with applicable “blue sky” securities laws of such jurisdictions; provided, however, that the Time Company shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of Sale Disclosure Package included process in any untrue statement jurisdiction or becomes subject to taxation in any jurisdiction. In connection with any offering of a material fact or omitted Registrable Shares registered pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoingthis Agreement, the Company does not make shall (i) furnish each Selling Holder, at the Company’s expense, certificates representing ownership of the Registrable Shares which are sold pursuant to the registration statement, in such denominations and registered in such names as the managing underwriter, if any, or such Selling Holder shall reasonably request, and (ii) instruct the transfer agent and registrar of the Common Stock to release any representation or warranty stop transfer orders with respect to Underwriter Informationthe Registrable Shares so sold.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on November 28, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (Statement, as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to of the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-when it is declared effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed will conform in all material respects to the requirements of the U.S. Securities Act and the Trust Indenture Act rules and did regulations thereunder and as of such date will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, The preliminary prospectus contained in the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements as of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included date hereof does not include any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were are made, not misleading. The Final Prospectus, as (A) at the time of its date filing of the Final Prospectus pursuant to Rule 424(b) under the U.S. Securities Act and as of (B) on the Closing Date, did not will conform in all material respects to the requirements of the U.S. Securities Act and the rules and regulations thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding “Registration Statement” means the foregoingregistration statement of VIA on Form F-1, as amended, including any prospectus filed and to be filed pursuant to Rule 424 under the Company does not make U.S. Securities Act, and any representation or warranty with respect free writing prospectuses, relating to Underwriter Informationthe IPO. “Final Prospectus” means the prospectus forming part of the Registration Statement which VIA shall file pursuant to Rule 424 under the U.S. Securities Act that discloses the public offering price, other information included pursuant to Rule 430A under the U.S. Securities Act and other final terms of the Ordinary Shares and the ADSs and otherwise satisfies Section 10(a) of the U.S. Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on May 5, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on August 10, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities ActAct and available for the issuance of the Purchase Shares (and all Conversion Shares) thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares (and all Conversion Shares) under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusSEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares (as well as Conversion Shares) to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not distributed any offering material in connection with the offering and as sale of any of the Closing DatePurchase Shares (and all Conversion Shares), did and, until the Investor does not hold any of the Purchase Shares (or Conversion Shares), shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares (or Conversion Shares), to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not include make, an offer relating to the Purchase Shares (or any untrue statement Conversion Shares) that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of a material fact or omit Rules 164 and 433 under the Securities Act applicable to state any material fact required such free writing prospectus consented to be stated therein or necessary to make by the statements thereinInvestor, including in light respect of timely filing with the circumstances under which they were madeSEC, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationlegending and record keeping.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on October 17, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part . The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. or General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, not misleading. Notwithstanding other than the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on February 3, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Purchase Shares thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities Purchase Shares has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part . The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was filed and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date and as of effective date, meets the Closing Date, did not and will not include any untrue statement of a material fact or omit requirements set forth in Rule 415(a)(1)(x) pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act.

Registration Statement. The Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is an “automatic shelf registration statement” required by the Act to be delivered (as defined under whether physically or through compliance with Rule 405 172 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement Act or any post-effective amendment thereto pursuant to Rule 401(g)(2similar rule) under the Securities Act has been received by the Company; and no order suspending the effectiveness in connection with any sale of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orUnits, to the knowledge of the Companywill comply, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to respects, with the requirements of the Securities Act and Act; the Trust Indenture Act and Registration Statement did not include any not, as of the Effective Time, contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At ; each Preliminary Prospectus complied, at the Applicable Timetime it was filed with the Commission, and complies as of the Registration Statement and the Pricing Prospectus conformed date hereof, in all material respects to with the requirements of the Securities Act; at no time during the period that begins on the earlier of the date of such Preliminary Prospectus and the date such Preliminary Prospectus was filed with the Commission and ends at the time of purchase did or will any Preliminary Prospectus, the Trust Indenture Act, and neither the Registration Statement (as then amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any supplemented, include an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , and at no time during such period did or will any Preliminary Prospectus, as then amended or supplemented, together with any combination of its date and as one or more of the Closing Datethen-issued Permitted Free Writing Prospectuses, did not and will not if any, include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; the foregoingProspectus will comply, as of its date, the date that it is filed with the Commission, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act (including, without limitation, Section 10(a) of the Act); at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units did or will the Prospectus, as then amended or supplemented, include 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; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, when considered together with the most recent Preliminary Prospectus, include 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; provided, however, that the Company does not make any makes no representation or warranty with respect to any statement contained in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information furnished in writing by or on behalf of an Underwriter Informationthrough you to the Company expressly for use in the Registration Statement, such Preliminary Prospectus, the Prospectus or such Permitted Free Writing Prospectus.

Registration Statement. The Company and Tyco meet the requirements for use of the Form S-3 under the Securities Act in respect of the registration of the Securities and the Guarantees; the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 has been declared effective by the Commission under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending instituted or, to the knowledge of the CompanyCompany or Tyco, is contemplated or threatened by the SEC, Commission and any request on the part of the SEC Commission for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, ; and the Registration Statement conformed and Prospectus (as amended or supplemented if the Company and Tyco shall have furnished any amendments or supplements thereto) comply, or will comply, as the case may be, in all material respects to the requirements of with the Securities Act and the Trust Indenture Act of 1939, as amended, and did the rules and regulations of the Commission thereunder (collectively, the "Trust Indenture Act"), and do not include and will not, as of the applicable effective date of the Registration Statement and any amendment thereto and as of the date of the Prospectus and any amendment or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus and any amendment or supplement thereto, in the light of the circumstances under which they were made) not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities ActProspectus, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by at the Pricing Prospectus) nor the Time of Sale Disclosure Package included Closing Date, if applicable, will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that the foregoing representations and warranties shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or Tyco by such Underwriter through the Representatives expressly for use therein; each Prospectus, as of its date and as including any amendment or supplement thereto, delivered to the Underwriters for use in connection with the offering contemplated hereby were identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act.

Registration Statement. (a) The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the rules and regulations of the SEC promulgated under the Securities Act) that has been , complied (or, in the case of amendments filed with the SEC not earlier than three years prior to after the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2hereof, will comply) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Timedate it is declared effective by the SEC, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The preliminary prospectus included in the Registration Statement as of the date the Registration Statement is declared effective by the SEC, and any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, including any amendment thereto and any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orAct”), to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and did regulations of the SEC promulgated thereunder, and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and, taken together, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The Prosperity agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in: (A) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, is an “automatic shelf registration statement” (as defined under Rule 405 filed and becomes effective under the Securities Act; (B) that has been filed with the SEC not earlier than three years prior Proxy Statement and any amendment or supplement thereto, at the date(s) of filing and mailing to shareholders and at the date time of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CompanyProsperity Meeting; and no order suspending the effectiveness of the Registration Statement (C) any other filings made under applicable federal or any part thereof has been issued by the SEC and no proceeding for that purpose state banking or pursuant to Section 8A of the Securities Act against the Company securities or related to the offering of the Securities has been initiated or is pending orother Laws, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Prosperity further agrees that, if it shall become aware of any information that would cause any of the foregoing, statements in the Company does not make any representation Registration Statement or warranty the Proxy Statement to be false or misleading with respect to Underwriter Informationany material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform Legacy thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. Prosperity agrees to advise Legacy, promptly after Prosperity receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Prosperity Shares for offering or sale in any jurisdiction, of the initiation or, to the extent Prosperity is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Prosperity agrees to promptly provide to Legacy copies of all correspondence between Prosperity or any of its representatives, on the one hand, and the SEC, on the other hand, related to the Registration Statement.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior JOINT PROXY STATEMENT/PROSPECTUS. Subject to the date accuracy of the Pricing Agreement; no notice of objection representations contained in SECTION 6.17, the information supplied by the Company and its subsidiaries for inclusion in the registration statement (the "REGISTRATION STATEMENT") covering the shares of the SEC Buyer's Stock to the use of such Registration Statement or any post-effective amendment thereto be issued pursuant to Rule 401(g)(2) under this Agreement shall not, at the Securities Act has been received by the Company; and no order suspending the effectiveness of time the Registration Statement (including any amendments or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or supplements thereto) is pending or, to the knowledge of the Company, is contemplated or threatened declared effective by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary to make the statements therein not misleading. At The information supplied by the Applicable Time, Company and its subsidiaries for inclusion in the Registration Statement joint proxy statement/prospectus to be sent to the shareholders of the Buyer and the Pricing Prospectus conformed in all material respects Company to consider the requirements Holding Company Merger and the issuance of shares of the Securities Act, Buyer's Stock in connection with the Trust Indenture Act, and neither Holding Company Merger (the Registration Statement "SHAREHOLDER MEETINGS") (such proxy statement/prospectus as amended or supplemented by is referred to herein as the Pricing Prospectus"JOINT PROXY STATEMENT/PROSPECTUS") nor will not, on the Time date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of Sale Disclosure Package included the Shareholder Meetings and at the Effective Time, contain any untrue statement of a material Material fact or omitted omit to state any material Material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The If at any time prior to the Effective Time any event relating to the Company or its subsidiaries or any of their affiliates, officers or directors should be discovered by the Company and its subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, as of its date and as of the Closing Date, did not and Company will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make promptly inform the statements therein, in light of the circumstances under which they were made, not misleadingBuyer. Notwithstanding the foregoing, neither the Company does not make nor any of its subsidiaries makes any representation or warranty with respect to Underwriter Information.any information supplied by the

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the rules and regulations SEC promulgated under the Securities Act) that has been , complied (or, in the case of amendments filed with the SEC not earlier than three years prior to after the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2hereof, will comply) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The preliminary prospectus included in the Registration Statement as of the date the Registration Statement is declared effective by the SEC, and any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf Following the Closing Date, at a time determined by the Partnership in its reasonable discretion, the Partnership shall prepare and file a registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) statement under the Securities Act has been received to permit the public resale of all of the Registrable Securities then outstanding (an “Initial Registration Statement”) and shall use commercially reasonable efforts to cause such Initial Registration Statement to become effective on the 365th day following the Closing Date or as soon as reasonably practicable thereafter. The Initial Registration Statement filed pursuant to this Section 2(a) shall be on such appropriate registration form or forms of the SEC as shall be selected by the CompanyPartnership; and no order suspending provided, that, if the effectiveness Initial Registration Statement is on Form S-1, as soon as reasonably practicable after the Partnership becomes eligible to file a registration statement on Form S-3, then the Partnership shall post-effectively amend the Initial Registration Statement on Form S-1 to convert such Initial Registration Statement to a Form S-3 or, if a registration statement on Form S-1 has not been filed, then file a registration statement on Form S-3 as soon as reasonably practicable to permit the public resale of all of the Registrable Securities then outstanding (such Initial Registration Statement as so amended or such registration statement on Form S-3 as so filed, the “Registration Statement”). The Partnership shall use its commercially reasonable efforts to cause the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or filed pursuant to this Section 8A of the Securities Act against the Company or related 2(a) to be effective, supplemented and amended to the offering extent necessary to ensure that it is available for the resale of the all Registrable Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened until all Registrable Securities covered by the SEC, and any request on the part of the SEC for additional information pertaining to the such Registration Statement has been complied withhave ceased to be Registrable Securities. As of its applicable effective date, the The Registration Statement conformed when effective (including the documents incorporated therein by reference, if any) will comply as to form in all material respects to the with all applicable requirements of the Securities Act and the Trust Indenture Exchange Act and did will not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At misleading (in the Applicable Time, the case of any prospectus contained in such Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented documents incorporated therein by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereinreference, in the light of the circumstances under which they were a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, not misleading. The Prospectusbut in any event within two (2) Business Days of such date, as the Partnership shall provide the holders of its date and as Registrable Securities with written notice of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light effectiveness of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationRegistration Statement.

Registration Statement. The To the Company’s knowledge, the Registration Statement is an “automatic shelf registration statement” when confidentially submitted or filed (as defined under Rule 405 under the Securities Actapplicable) that has been filed with the SEC not earlier than three years prior and any amendment thereto, including any information deemed to be included therein pursuant to the date of the Pricing Agreement; no notice of objection rules and regulations of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of confidential submissions or filings made after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of confidential submissions or filings made after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The Company has filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on November 18, 2022. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to Applicable Law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 a) Acquiror shall register under the Securities Act) that has been filed with 1933 Act the SEC not earlier than three years prior Acquiror Series B Preferred Shares to be issued in the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act Merger and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required Acquiror Common Shares to be stated therein issued upon the conversion of shares of Acquiror Series B Preferred Shares on a registration statement on Form S-4 or necessary to make another appropriate registration statement (the statements therein not misleading. At "Acquiror Registration Statement") (which shall contain the Applicable Time, Target Proxy Statement) and shall keep such registration effective thereafter through the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as third anniversary of the Closing Date. As promptly as practicable after the date of this Agreement, did not Acquiror shall prepare, with the assistance of Target, as appropriate, and file with the SEC the Acquiror Registration Statement together with the prospectus to be included therein (the "Prospectus") and the Target Proxy Statement included therein, and any other documents required by the 1933 Act or the 1934 Act in connection with the Merger. Each of Acquiror and Target shall use reasonable efforts to respond promptly to any comments of the SEC and to have the Acquiror Registration Statement declared effective under the 1933 Act as promptly as practicable after such filing. Acquiror shall use its reasonable efforts to obtain, prior to the Effective Time, all necessary state securities or "blue sky" permits or approvals required to consummate the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents. Target shall promptly furnish to Acquiror all information concerning Target and the Target Stockholders as may be reasonably required in connection with any action contemplated by this Section 5.09. Each of Acquiror and Target will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Acquiror Registration Statement or the Prospectus or for additional information and will not include any untrue statement supply the other with copies of a material fact all correspondence with the SEC or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty its staff with respect to Underwriter Informationthe Acquiror Registration Statement or the Prospectus. Whenever any event occurs which should be set forth in an amendment or supplement to the Acquiror Registration Statement or the Prospectus, Acquiror or Target, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Target, such amendment or supplement.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on November 13, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The information supplied by the Company for inclusion in the Registration Statement shall not at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to and at the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-time it becomes effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. At The information supplied by the Applicable TimeCompany for inclusion or incorporation by reference in the Proxy Statement/Prospectus shall not, on the Registration Statement and date the Pricing Proxy Statement/Prospectus conformed in all material respects is mailed to Company Stockholders or Parent Stockholders, at the requirements time of the Securities Actmeeting of Company Stockholders (the "COMPANY STOCKHOLDERS' MEETING") to consider the Company Stockholder Approval, at the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light time of the circumstances under which they were made, not misleading. The Prospectus, as meeting of its date and Parent Stockholders (the "PARENT STOCKHOLDERS' MEETING") to consider the Parent Stockholder Approval or as of the Closing DateEffective Time, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The proxy statement included in the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company does not make any makes no representation or warranty with respect to Underwriter Informationany statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub that is contained (including by incorporation by reference) in any of the foregoing documents.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under meets the requirements set forth in Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2415(a)(1)(x) under the Securities Act and complies with said Rule and the U.S. Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has been received by advised the Company; Co-Lead Underwriters of all further information (financial and no other) with respect to the Company required to be set forth therein in the Registration Statement and U.S. Prospectus Supplement. The Registration Statement has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC is in effect and no proceeding proceedings for that such purpose have been instituted or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is are pending or, to the knowledge of the Company, is are contemplated or threatened by the SEC, . The U.S. Prospectus when filed complied in all material respects with the Securities Act and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed is identical in all material respects to the requirements copies thereof delivered to the Underwriters for use in connection with the offer and sale of the Units. Each of the Registration Statement and any post-effective amendment thereto, at the time each part thereof became effective pursuant to the Securities Act and at the Trust Indenture First Closing Date and each Option Closing Date, complied and will comply in all material respects with the Securities Act and did not include and, any amendment or supplement thereto, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included did not, and at the time of the First Closing Date and each Option Closing Date, the Time of Sale Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The U.S. Prospectus, as amended or supplemented, as of its date and as of at the First Closing Date and each Option Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The representations and warranties set forth in the foregoingthree immediately preceding sentences shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company does by the Underwriters specifically for use in the preparation thereof as set forth in Section 10(2). There are no agreements, contracts, arrangements or understandings (written or oral) or other documents required to be described in the Time of Sale Prospectus or the U.S. Prospectus or to be filed as exhibits to the Registration Statement which have not make any representation been described or warranty with respect to Underwriter Informationfiled as required.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under RESOLVED, that the Securities Act) that has been Authorized Officers be, and each of them acting alone hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to cause to be prepared, to execute and to cause to be filed with the SEC not earlier than three years prior to Securities and Exchange Commission (the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or“Commission”), to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of accordance with the Securities Act and in conformity with the Trust Indenture Act rules and did not include regulations thereunder, one or more registration statements on Form S-1 (each, a “Registration Statement” and collectively, the “Registration Statements”) or any untrue statement other form as may be necessary or appropriate to enable the resale of a material fact the Common Stock issued pursuant to the Offering in such form and containing such terms and provisions as may be approved by the Authorized Officers, with such changes therein, or omit to state any material fact required additions, amendments or supplements thereto as such officer or officers executing the same shall approve, his, her or their execution thereof to be stated therein or necessary conclusive evidence of such approval. RESOLVED FURTHER, that the Authorized Officers be, and each of them acting alone hereby is, authorized to make prepare, execute and file with the statements therein not misleading. At Commission, on behalf of the Applicable TimeCorporation, the any amendments to any Registration Statement and the Pricing Prospectus conformed in all material respects and/or any supplements to the requirements prospectus relating to the shares of Common Stock in the Offering as they may in their discretion deem necessary or advisable. RESOLVED FURTHER, that the execution of any such Registration Statement by the Authorized Officers, as required by the rules and regulations of the Securities ActCommission, is hereby authorized and approved. RESOLVED FURTHER, that the Trust Indenture ActAuthorized Officers be, and neither the each of them acting alone hereby is, authorized from time to time to do, or cause to be done, all such other acts and things and to execute and deliver all such instruments and documents, as each such Authorized Officer shall deem necessary or appropriate to cause any Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make filed with the statements therein, in light Commission and declared effective consistent with the intent of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationforegoing resolutions.

Registration Statement. JOINT PROXY STATEMENT. The information to be supplied by RCSB for inclusion in the Registration Statement will not, at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under declared effective and at the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orEffective Time, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectusinformation to be supplied by RCSB for inclusion in the Joint Proxy Statement will not, as of its on the date and as of the Closing DateJoint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of COFI or RCSB, did not or at the time of their respective meetings of stockholders to vote on this Agreement and will not include the Company Merger, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinthat, in light of the circumstances under which they were it is made, is false or misleading with respect to any material fact, omits to state any material fact necessary in order to make the statements made therein not false or misleading, or omits to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for such meetings of stockholders that has become false or misleading. If at any time prior to the Effective Time, any event relating to RCSB or any of its affiliates, officers or directors is discovered by RCSB that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, RCSB will promptly inform COFI, and such amendment or supplement will be promptly filed with the SEC and, as required by law, disseminated to the stockholders of RCSB. Notwithstanding the foregoing, the Company does not make any RCSB makes no representation or warranty with respect to Underwriter Informationany information supplied by COFI that is contained in the Registration Statement or the Joint Proxy Statement. The Joint Proxy Statement will (with respect to RCSB) comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations thereunder.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on April 18, 2014. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.6. of Form S-3 and the Staff Interpretations, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that, for so long as the Company is subject to General Instruction I.B.6. of Form S-3 and the Staff Interpretations, the Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with General Instruction I.B.6. of Form S-3 and the Staff Interpretations. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. (i) The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orStatement, to the knowledge of the Companywhen it became effective, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At , (ii) the Applicable TimeTime of Sale Prospectus does not, and at the time of each sale of the Selling Shareholder Shares and the Additional Shares to be sold by the Selling Shareholder in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements Time of the Securities ActSale Prospectus, the Trust Indenture Act, and neither the Registration Statement (as then amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, as of its date and as of the Closing Date, did does not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; provided that the foregoingrepresentations and warranties set forth in this paragraph 2(h) are limited to statements or omissions made in reliance upon and in conformity with information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement, the Company does not make Time of Sale Prospectus, the Prospectus or any representation amendments or warranty supplements thereto, it being understood and agreed that such information is limited to the name of the Selling Shareholder, the number of offered shares and the address and other information with respect to Underwriter the Selling Shareholder that appear in the footnotes under the caption “Principal and Selling Shareholder” in the Registration Statement, any Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendment or supplement thereto (collectively, the “Selling Shareholder Information”).

Registration Statement. The Registration Statement is Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” (, as defined under in Rule 405 (File Number 333-163505), on Form S-3, including a related base prospectus, for registration under the Securities Act of the offering and sale of certain securities. Such registration statement, including the exhibits thereto and the documents, if any, incorporated by reference therein, as amended (or deemed to have been amended pursuant to Rules 430A, 430B or 430C under the Securities Act) that has been from time to time, is hereinafter referred to as the “Shelf Registration Statement.” Such Shelf Registration Statement, including any amendments thereto filed with the SEC not earlier than three years prior to the date of this Agreement or prior to any such time this representation is repeated or deemed to be made, became effective upon filing and no stop order suspending the Pricing Agreement; effectiveness of the Shelf Registration Statement or any part thereof has been issued or is in effect and no proceeding for that purpose has been initiated or threatened by the Commission or by the state securities authority of any jurisdiction, and no notice of objection of the SEC Commission to the use of such the Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the . The Shelf Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed complies in all material respects to with the applicable requirements of the Securities Act and the Trust Indenture Securities Exchange Act of 1934, as amended (the “Exchange Act”), and did the respective rules thereunder and does not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. At ; provided, however, that the Applicable Time, Company and the Operating Partnership make no representations or warranties as to the information contained in or omitted from the Shelf Registration Statement or any related prospectus supplement in reliance upon and the Pricing Prospectus conformed in all material respects conformity with information furnished in writing to the requirements of Company or the Securities Act, Operating Partnership by the Trust Indenture Act, and neither Purchaser specifically for inclusion in the Shelf Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationrelated prospectus supplement.

Registration Statement. The Registration Statement was declared effective by order of the SEC on November 14, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus covers the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendment thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. At the time the Registration Statement was originally filed with the SEC, the Company met the then-applicable requirements for use of Form F-3 under the Securities Act and, as of the date hereof, the Company meets all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.5. of Form F-3. The ProspectusSEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the offer, issuance and sale of the Purchase Shares to the Investor pursuant to this Agreement would not result in the offer, issuance or sale of Purchase Shares that would exceed the Maximum Share Cap or any other non-compliance with General Instruction I.B.5. of Form F-3. The Registration Statement, as of its date and effective date, met and, as of the Closing Datedate hereof, did not meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the SEC, or became effective under the Exchange Act, as the case may be, complied and will not include any untrue statement of a comply in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with the statements therein, in light requirements of the circumstances under which they were made, not misleadingExchange Act. Notwithstanding At the foregoingearliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Purchase Shares, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not make hold any representation of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 has been declared effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date ; no stop order of the Pricing Agreement; no notice of objection of the SEC to Commission preventing or suspending the use of such Registration Statement the Preliminary Prospectus or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending Prospectus or the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding proceedings for that such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has have been initiated or is pending or, to the knowledge of the Company, is contemplated instituted or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to Commission; the Registration Statement has been complied with. As when it became effective, complies and will comply, at the time of its applicable effective datepurchase, the Registration Statement conformed in all material respects to with the requirements of the Securities Act and the Trust Indenture Act Preliminary Prospectus complied, as of its date and at the time of purchase, in all material respects, with the requirements of the Securities Act; the conditions to the use of Form S-1 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement did not include any not, as of the time such Registration Statement became effective, and at the time of purchase, contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At ; at all times during the Applicable Timeperiod beginning with the execution of this Agreement and ending at the time of purchase, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any does not and will not include an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus and, as amended or supplemented, at all times during the period beginning with the execution of this Agreement and ending on the Closing Date (as defined below) or any Subsequent Closing Date (as defined below), in all material respects, with the requirements of the Securities Act (including, without limitation, Section 10(a) of the Securities Act); the Prospectus, as of its the date and as that it is filed with the Commission, the date of the Closing DateProspectus and, as amended or supplemented, at the time of purchase did not and or will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, however, that the Company does not make any makes no representation or warranty with respect to Underwriter Informationany statement contained in or omitted from the Registration Statement, the Disclosure Package or the Prospectus in reliance upon and in conformity with information concerning the Underwriters and furnished in writing by or on behalf of the Underwriters to the Company expressly for use therein; provided, further, that if, at any time after the time of purchase, the Company is obligated to prepare and furnish to the Underwriters an amendment or supplement to the Prospectus under Section 3(A)(e) of this Agreement and so furnishes such amendment or supplement, then from and after the time that such Prospectus as amended or supplemented is furnished to the Underwriters in accordance with Section 3(A)(e), the term “Prospectus” shall be deemed to mean the Prospectus as so amended or supplemented. Each copy of the Preliminary Prospectus and the Prospectus, delivered to the Underwriters for use in connection with the offer and sale of the Shares was identical to the copies thereof filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the Securities Act). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form S-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities (“Purchasers”) until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on July 21, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of the securities contemplated by this Agreement in reliance on General Instruction I.B.5. of Form F-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Common Stock to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form F-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Common Stock, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Such counsel shall also have furnished to the Representatives a written statement, dated the Firm Closing Date, addressed to the Underwriters, to the effect that (x) such counsel has participated in the preparation of the Original Registration Statement is an “automatic shelf registration statement” and any Rule 462(b) Registration Statement, and (as defined under Rule 405 under y) based upon such participation, no facts have come to their attention which lead them to believe that the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Original Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2462(b) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (other than the financial statements, related schedules and other statistical and financial data included therein, as amended or supplemented by to which such counsel need express no belief), as of the Pricing Prospectus) nor time it became effective under the Time of Sale Disclosure Package included Act, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (other than the financial statements, related schedules and other statistical and financial data included therein, as to which such counsel need express no belief), as of its date or the date of such opinion, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing opinion and statement may be qualified by a statement to the effect that such counsel has not independently verified, does not pass upon and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Original Registration Statement, any Rule 462(b) Registration Statement or the Prospectus. In rendering such opinion, such counsel may rely, as to certain factual matters, without any independent investigation, inquiry or verification, upon statements or certificates of its date officers and as other representatives of the Closing DateCompany (including the representations of the Company contained in this Agreement), did not certificates of public officials, certificates or written statements of officers of departments of various jurisdictions having custody of documents relating to the corporate existence, foreign qualification and will not good standing of the Company and written statements of representatives of The Nasdaq Stock Market. References to the Original Registration Statement, any Rule 462(b) Registration Statement and the Prospectus in this paragraph (b) shall include any untrue statement amendment to supplement thereto at the date of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationsuch opinion.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on October 28, 2014. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingPurchase Shares, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not make hold any representation of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that could constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CompanyCompany ; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (As promptly as defined under Rule 405 under practicable after the Securities Act) that has been filed execution of this Agreement, CFB will file with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) a registration statement on Form S-4 under the Securities Act (the "Registration Statement") and any other applicable documents, which will include a prospectus and joint proxy statement (the "Proxy Statement"), and will use its best efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws as soon as practicable. CFB shall advise Republic promptly when the Registration Statement has been received by become effective and of any supplements or amendments thereto, and CFB shall furnish Republic with copies of all such documents. At the Company; time the Registration Statement becomes effective, the Registration Statement and no order suspending the effectiveness Proxy Statement will comply in all material respects with the provisions of the Securities Act and the published rules and regulations thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading. At the time of mailing thereof to Republic shareholders, at the time of Republic shareholders' meeting referred to in Section 4.1(b) hereof and at the Effective Time of the Merger, the Proxy Statement included as part of the Registration Statement or any part amendment thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orsupplement thereto, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were are made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact misleading or omit to state any a material fact required to be stated therein or necessary to make the statements therein, correct any statement in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty earlier communication with respect to Underwriter Informationthe solicitation of any proxy for Republic shareholders' meeting; PROVIDED, HOWEVER, that none of the provisions of this subparagraph shall apply to statements in or omissions from the Registration Statement or the Proxy Statement made in reliance upon and in conformity with information furnished by Republic or the Bank for use in the Registration Statement or the Proxy Statement. CFB shall bear the costs of all SEC filing fees with respect to the Registration Statement, the costs of printing the Proxy Statement, and the costs of qualifying the shares of CFB Common Stock under state blue sky laws as necessary.

Registration Statement. PROXY STATEMENT. The information to be supplied by Havexxxxxx xxx inclusion in the Registration Statement will not, at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under declared effective and at the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orEffective Time, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectusinformation to be supplied by Havexxxxxx xxx inclusion in the Proxy Statement will not, as of its on the date and as of the Closing DateProxy Statement (or any amendment thereof or supplement thereto) is first mailed to Havexxxxxx'x xxxckholders, did not at the time of the Havexxxxxx Xxxckholders' Meeting, and will not include at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinthat, in light of the circumstances under which they were it is made, is false or misleading with respect to any material fact, omits to state any material fact necessary in order to make the statements made therein not false or misleading, or omits to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Havexxxxxx Xxxckholders' Meeting that has become false or misleading. Notwithstanding If at any time prior to the Effective Time, any event relating to Havexxxxxx xx any of its affiliates, officers or directors is discovered by Havexxxxxx xxxt should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Havexxxxxx xxxl promptly inform COFI, and such amendment or supplement will be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Havexxxxxx. Xxtwithstanding the foregoing, the Company does not make any Havexxxxxx xxxes no representation or warranty with respect to Underwriter Informationany information supplied by COFI that is contained in the Registration Statement or the Proxy Statement. The Proxy Statement will (with respect to Havexxxxxx) xxmply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations thereunder.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (As soon as defined under Rule 405 under practicable following the Securities Act) that has been filed date of this Agreement, PMCT and STH shall prepare and file with the SEC not earlier than three years prior a preliminary proxy statement (the "Proxy Statement") in form and substance satisfactory to each of PMCT and STH, and PMCT shall prepare and file with the date SEC a Registration Statement on Form S-4 (the "Registration Statement"), in which the Proxy Statement will be included as a prospectus. Each of the Pricing Agreement; no notice of objection PMCT and STH shall use its best efforts to (a) respond to any comments of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2and (b) under the Securities Act has been received by the Company; and no order suspending the effectiveness of have the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable declared effective date, the Registration Statement conformed in all material respects to the requirements of under the Securities Act and the Trust Indenture Act rules and did regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, PMCT or STH, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to the shareholders of PMCT and the stockholders of STH such amendment or supplement. PMCT shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. PMCT agrees the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of PMCT and STH, or, in the case of the Registration Statement and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus; provided, as of its date and as of however, the Closing Date, did foregoing shall not and will not include apply to the extent that any such untrue statement of a material fact or omit omission to state any a material fact required was made by PMCT in reliance upon and in conformity with written information concerning STH furnished to be stated therein PMCT by STH specifically for use in the Proxy Statement. STH agrees the written information provided by it specifically for inclusion in the Proxy Statement and each amendment or necessary to make supplement thereto, at the statements thereintime of mailing thereof and at the time of the respective meetings of shareholders of PMCT and STH, or, in light the case of written information provided by STH specifically for inclusion in the circumstances under which they were madeRegistration Statement or any amendments or supplement thereto, not misleading. Notwithstanding at the foregoing, the Company does not make any representation time it is filed or warranty with respect to Underwriter Information.becomes

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on October 24, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC U.S. Securities and Exchange Commission (the “Commission”), and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part Commission. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. or General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, not misleading. Notwithstanding other than the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. Pending consummation of the Merger, Pathogenics shall undertake, and shall use its commercially reasonable efforts, and Egenix shall cooperate therewith, to register the Common Stock of the Surviving Corporation issued in the Merger pursuant to the Securities Act pursuant to a registration statement on Form S-4, or such other form as shall then be in use (the “Registration Statement”), a portion of which shall also function as a joint information statement with respect to the respective meetings of the stockholders of the parties hereto to approve the Merger. The parties shall cause the Registration Statement is an “automatic shelf registration statement” (to comply as defined under Rule 405 under to form in all material respects with the applicable provisions of the Securities Act) that has been filed , the Exchange Act and the rules and regulations promulgated thereunder. Pathogenics, with Egenix cooperation, shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC not earlier than three years as promptly as practicable prior to the date of the Pricing Agreement; no notice of objection Effective Date. Pathogenics shall use commercially reasonable efforts to respond promptly to any comments of the SEC concerning the Registration Statement. Pathogenics also shall take any action required to be taken under any applicable state securities or "blue sky" laws and regulations of the Exchange in connection with the issuance of the Surviving Corporation Common Stock pursuant to the use of such Registration Statement Merger. Egenix shall promptly furnish to Pathogenics all information concerning Egenix and its stockholders as may be reasonably required in connection with any action contemplated by this Section. Whenever any event occurs which should be set forth in an amendment or any post-effective amendment thereto pursuant supplement to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or to such listing shall be required, Pathogenics shall promptly effect any part thereof has been issued by necessary filing with the SEC or its staff. The Registration Statement, including the parties information statements and no proceeding for that purpose each amendment or pursuant to Section 8A supplement thereto, at the time of mailing of such information statements, and at the time of the Securities Act against the Company or related to the offering respective meetings of the Securities has been initiated or is pending or, to the knowledge stockholders of the Company, is contemplated or threatened by the SECparties hereto, and any request on at the part of the SEC for additional information pertaining to time the Registration Statement has been complied with. As of its applicable effective datebecomes effective, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At Each of Pathogenics and Egenix agrees that the Applicable Time, written information provided by it specifically for inclusion in the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements each of the Securities Act, the Trust Indenture Actamendments and supplements thereto, and neither at the Registration Statement (as amended or supplemented by time of the Pricing Prospectus) nor mailing of the Time parties’ information statements and at the time of Sale Disclosure Package included any their respective stockholder meetings, will not include an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of parties covenant that the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required information statements to be stated therein mailed to their respective stockholders shall include a recommendation of their respective boards of directors the their respective stockholders approve the Merger and other transactions contemplated by this Agreement; provided that such recommendations may be excluded or necessary to make the statements thereinmay be withdrawn, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation modified or warranty amended if either party shall approve or recommend a Superior Proposal (as herein defined) or enter into an agreement with respect to Underwriter Informationa Superior Proposal in accordance with Section 9.16 hereof.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on August 24, 2022. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on May 3, 2011. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.6. of Form S-3 and the Staff Interpretations, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that, for so long as the Company is subject to General Instruction I.B.6. of Form S-3 and the Staff Interpretations, the Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with General Instruction I.B.6. of Form S-3 and the Staff Interpretations. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on June 22, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf (a) In connection with any registration statement” (as defined under Rule 405 of securities under the Securities Act) that has been filed Act pursuant to this Agreement, the Company will furnish each Selling Holder and each underwriter, if any, with the SEC not earlier than three years prior to the date a copy of the Pricing Agreement; no notice registration statement and all amendments thereto and will supply each such Selling Holder with copies of objection any prospectus included therein (including a preliminary prospectus and all amendments and supplements thereto), in each case including all exhibits, and such other documents as may be reasonably requested, in such quantities as may be reasonably necessary for the purposes of the SEC proposed sale or distribution covered by such registration. The Company hereby consents to the use in accordance with all applicable law of each such Registration Statement registration statement (or any amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such Selling Holder and the underwriters, if any, in connection with the offering and sale of the securities covered by such registration statement or prospectus. The Company shall not, however, be required to maintain the registration statement relating to a Demand Registration and to supply copies of a prospectus for a period beyond the Demand Period, and, at the end of such period, the Company may deregister any securities covered by such registration statement and not then sold or distributed. In connection with any such registration, the Company will, at the request of the managing underwriter with respect thereto pursuant (or at the request of the Green Parties, if not an underwritten offering) use its reasonable best efforts to Rule 401(g)(2) register or qualify such securities for sale under the Securities Act has been received by securities laws of such states as is reasonably requested to permit the Company; distribution of such securities and no order suspending to use its reasonable efforts to keep each such registration or qualification effective during the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or period such registration statement is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein kept effective and to do such other acts or things reasonably necessary to make enable the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed disposition in all material respects to the requirements such jurisdictions of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented securities covered by the Pricing Prospectus) nor the Time applicable registration statement in accordance with applicable “blue sky” securities laws of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereinsuch jurisdictions; provided, in light of the circumstances under which they were madehowever, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, that the Company does shall not make be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any representation jurisdiction or warranty with respect become subject to Underwriter Informationtaxation in any jurisdiction.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on August 30, 2018. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Shelf Registration Statement or (ii) issued any part thereof has been issued by order preventing or suspending the SEC and no proceeding for that purpose or pursuant to Section 8A use of the Securities Act against the Company Prospectus or related to the offering of the Securities has been initiated any Prospectus Supplement, in either case, either temporarily or is pending permanently or intends or, to the knowledge of the Company, is contemplated or has threatened by in writing to do so. The “Plan of Distribution” section of the SEC, Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date hereof and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 for the offering and issuance of the Securities contemplated by this Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Shelf Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Shelf Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Shelf Registration Statement that the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate hereof the Company is not, did an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will issuance of any of the Securities, and until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light each case, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made and shall not make an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act without the consent of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationInvestor.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on November 3, 2017. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof has been issued by order preventing or suspending the SEC and no proceeding for that purpose or pursuant to Section 8A use of the Securities Act against the Company Prospectus or related to the offering of the Securities has been initiated any Prospectus Supplement, in either case, either temporarily or is pending permanently or intends or, to the knowledge of the Company, is contemplated or has threatened by the SEC, and any request on the part in writing to do so. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the Execution Date and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of its applicable effective datethe Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 and the conditions set forth in Instruction 3 to General Instruction I.B.6 of Form S-3 for the offering and sale of the Securities contemplated by this Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing DateExecution Date the Company is, did not an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on February 12, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1 of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under TMCS shall promptly prepare, with the Securities Act) that has been filed cooperation of the Company with respect to information relating to the Company or its sale of the Purchaser Shares, and TMCS shall file with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such as soon as practicable after Closing a Registration Statement or any post-effective amendment thereto pursuant on Form S-1, or, if Purchaser is eligible to Rule 401(g)(2file a Registration Statement on Form S-3, on Form S-3 (the "REGISTRATION STATEMENT") under the Securities Act has been received by Act, with respect to the Company; and no order suspending Purchaser Shares, but in any event within 30 days following the effectiveness Closing. TMCS, with the cooperation of the Company with respect to information relating to the Company or its sale of the Purchaser Shares, shall cause the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related comply as to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed form in all material respects to with the requirements applicable provisions of the Securities Act and the Trust Indenture Act rules and did regulations thereunder. TMCS shall use all reasonable efforts, and the Company will cooperate with TMCS, to have the Registration Statement declared effective by the SEC as promptly as practicable. TMCS shall use its reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the sale of the Purchaser Shares by the Company and will pay all expenses incident thereto. TMCS agrees that the Registration Statement and each amendment or supplement thereto at the time it is filed or becomes effective, will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At ; PROVIDED, HOWEVER, that the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects foregoing shall not apply to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included extent that any such untrue statement of a material fact or omitted omission to state any a material fact was made by TMCS in reliance upon and in conformity with information concerning the Company furnished to TMCS by the Company specifically for use in the Registration Statement. The Company agrees that the information provided by it for inclusion in the Registration Statement and each amendment or supplement thereto at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusTMCS shall advise the Company, as of its date and as promptly after it receives notice thereof, of the Closing Date, did not and will not include any untrue statement time when the Registration Statement has become effective. TMCS shall cause the Registration Statement to remain effective until the earlier of a material fact or omit to state any material fact required to be stated therein or necessary to make (1) the statements therein, in light date at which all of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Purchaser Shares have been sold by the Company does not make any representation or warranty with respect to Underwriter Information(2) the three month anniversary of the date on which the Registration Statement was declared effective.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on February 22, 2019. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof has been issued by order preventing or suspending the SEC and no proceeding for that purpose or pursuant to Section 8A use of the Securities Act against the Company Prospectus or related to the offering of the Securities has been initiated any Prospectus Supplement, in either case, either temporarily or is pending permanently or intends or, to the knowledge of the Company, is contemplated or has threatened by the SEC, and any request on the part in writing to do so. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the Execution Date and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of its applicable effective datethe Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 and the conditions set forth in Instruction 3 to General Instruction I.B.6 of Form S-3 for the offering and sale of the Securities contemplated by this Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing DateExecution Date the Company is, did not an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The HoldCo shall prepare and, after providing the Standby Purchaser with a reasonable opportunity to review and provide comments, promptly file with the SEC the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 on Form S-1 for the purpose of registering the Common Stock to be offered in the Subscription Offering and the Community Offering under the Securities ActAct and shall use reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Registration Statement, which shall include the prospectus with respect to the Subscription Offering, the Community Offering (the “Prospectus”). Standby Purchaser shall furnish HoldCo with all information concerning itself as required by applicable securities laws (as determined by HoldCo or counsel to HoldCo) that has been filed and shall take such other action as HoldCo may reasonably request to assist in connection with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use effectiveness of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under and the Securities Act has been received by the Company; and no order suspending the effectiveness issuance of the Registration Statement or Common Stock. HoldCo shall (i) respond as promptly as practicable to any part thereof has been issued comments made by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related with respect to the offering Registration Statement, (ii) furnish the Standby Purchaser with copies of the Securities has been initiated any amendment, supplement or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining revision to the Registration Statement has been complied with. As (including the Prospectus) within a reasonable amount of time prior to the filing of such documents, (iii) provide the Standby Purchaser with a reasonable opportunity to review such documents and reasonably consider any comments suggested by the Standby Purchaser or its applicable effective datecounsel, and (iv) use its reasonable best efforts to have the Registration Statement conformed in all material respects to declared effective by the requirements of SEC. HoldCo agrees that (i) the Securities Act and Registration Statement, on the Trust Indenture Act and did date it becomes effective, will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. At misleading and (ii) the Applicable TimeProspectus, at the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements expiration of the Securities Actsubscription offering period, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does misleading (it being understood that HoldCo is not make making any representation or warranty covenant with respect to Underwriter Informationany information being furnished by the Standby Purchaser with respect to the Standby Purchaser as set forth in this Section 1.5(a)).

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (As soon as defined under Rule 405 under practicable following the Securities Act) that has been filed date of this Agreement, PMCT and STH shall prepare and file with the SEC not earlier than three years prior a preliminary proxy statement (the "Proxy Statement") in form and substance satisfactory to each of PMCT and STH, and PMCT shall prepare and file with the date SEC a Registration Statement on Form S-4 (the "Registration Statement"), in which the Proxy Statement will be included as a prospectus. Each of the Pricing Agreement; no notice of objection PMCT and STH shall use its best efforts to (a) respond to any comments of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2and (b) under the Securities Act has been received by the Company; and no order suspending the effectiveness of have the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable declared effective date, the Registration Statement conformed in all material respects to the requirements of under the Securities Act and the Trust Indenture Act rules and did regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, PMCT or STH, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to the shareholders of PMCT and the stockholders of STH such amendment or supplement. PMCT shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. PMCT agrees the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of PMCT and STH, or, in the case of the Registration Statement and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At the Applicable Time; provided, however, the Registration Statement and the Pricing Prospectus conformed in all material respects foregoing shall not apply to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included extent that any such untrue statement of a material fact or omitted omission to state a material fact was made by PMCT in reliance upon and in conformity with written information concerning STH furnished to PMCT by STH specifically for use in the Proxy Statement. STH agrees the written information provided by it specifically for inclusion in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of shareholders of PMCT and STH, or, in the case of written information provided by STH specifically for inclusion in the Registration Statement or any amendments or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusPMCT will advise STH, as of its date and as promptly after it receives notice thereof, of the Closing Datetime when the Registration Statement has become effective or any supplement or amendment has been filed, did not and will not include the issuance of any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make stop order, the statements therein, in light suspension of the circumstances under which they were madequalification of the PMCT Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, not misleading. Notwithstanding or any request by the foregoing, SEC for amendment of the Company does not make any representation Proxy Statement or warranty with respect to Underwriter Informationthe Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on August 30, 2018. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Shelf Registration Statement or (ii) issued any part thereof has been issued by order preventing or suspending the SEC and no proceeding for that purpose or pursuant to Section 8A use of the Securities Act against the Company Prospectus or related to the offering of the Securities has been initiated any Prospectus Supplement, in either case, either temporarily or is pending permanently or intends or, to the knowledge of the Company, is contemplated or has threatened by in writing to do so. The “Plan of Distribution” section of the SEC, Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date hereof and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading; provided that this representation and warranty does not apply to statements in light or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the circumstances under which they were madeInvestor expressly for use therein. The Company meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 for the offering and issuance of the Securities contemplated by this Agreement, and the SEC has not misleadingnotified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. Notwithstanding The Registration Statement, as of its effective date, meets the foregoingrequirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the date hereof the Company is not, an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and issuance of any of the Securities, and until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act without the consent of the Investor.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on August 10, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusSEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not distributed any offering material in connection with the offering and as sale of any of the Closing DatePurchase Shares, did and, until the Investor does not hold any of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not include make, an offer relating to the Purchase Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any untrue statement such free writing prospectus consented to by the Investor, including in respect of a material fact or omit to state any material fact required to be stated therein or necessary to make timely filing with the statements thereinSEC, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationlegending and record keeping.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on December 1, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) to the Company’s knowledge issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on April 18, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.6. of Form S-3 and the Staff Interpretations, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that, for so long as the Company is subject to General Instruction I.B.6 of Form S-3 and the Staff Interpretations, the Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in noncompliance with General Instruction I.B.6 of Form S-3 and the Staff Interpretations. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable after Closing of the Placement and not later than fifteen (15) days following closing of the Placement, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form S-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the resale of the Securities offered and sold in the Placement, which Registration Statement shall be declared effective no more than thirty (30) days after filing if it is not reviewed by the Company; Commission or not more than sixty (60) days after filing if it is reviewed by the Commission. The Registration Statement (including the Prospectus therein), and no order suspending all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis, counsel to Aegis and investors in the effectiveness Placement. Other than any information provided by Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of each filing of the Registration Statement and any amendments or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A as of the Securities Act against the Company or related to the offering date of the Securities has been initiated or is pending oreffectiveness, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not and will not include any resale of the Securities by the investors an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis and the investors immediately of such event and the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on March 19, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not been since June 30, 2019 and currently is not, an Ineligible Issuer (as defined in Rule 405 of the Closing DateExchange Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, did and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or this Agreement. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not include make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any untrue statement such free writing prospectus consented to by the Investor, including in respect of a material fact or omit to state any material fact required to be stated therein or necessary to make timely filing with the statements thereinSEC, in light legending and record keeping. The offering of the circumstances under which they were made, not misleading. Notwithstanding Securities pursuant to this Agreement qualifies for the foregoing, exemption from the Company does not make any representation or warranty with respect to Underwriter Informationfiling requirements of Rule 5110 of the FINRA afforded by FINRA Rule 5110(b)(7)(C)(i).

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under meets the requirements set forth in Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2415(a)(1)(x) under the Securities Act and complies with said Rule and the U.S. Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has been received by advised the Company; Co-Lead Underwriters of all further information (financial and no other) with respect to the Company required to be set forth therein in the Registration Statement and U.S. Prospectus Supplement. The Registration Statement has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC is in effect and no proceeding proceedings for that such purpose have been instituted or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is are pending or, to the knowledge of the Company, is are contemplated or threatened by the SEC, . The U.S. Prospectus when filed complied in all material respects with the Securities Act and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed is identical in all material respects to the requirements copies thereof delivered to the Underwriters for use in connection with the offer and sale of the Units. Each of the Registration Statement and any post-effective amendment thereto, at the time each part thereof became effective pursuant to the Securities Act and at the Trust Indenture Closing Date, complied and will comply in all material respects with the Securities Act and did not include and, any amendment or supplement thereto, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included did not, and at the time of the Closing Date, the Time of Sale Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The U.S. Prospectus, as amended or supplemented, as of its date and as of at the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding The representations and warranties set forth in the foregoingthree immediately preceding sentences shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company does by the Underwriters specifically for use in the preparation thereof as set forth in Section 10(2). There are no agreements, contracts, arrangements or understandings (written or oral) or other documents required to be described in the Time of Sale Prospectus or the U.S. Prospectus or to be filed as exhibits to the Registration Statement which have not make any representation been described or warranty with respect to Underwriter Informationfiled as required.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-declared effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received and by each applicable state regulatory body or commission (a “State Commission”) described on Schedule I hereto; no stop order of the Company; and no order Commission or a State Commission preventing or suspending the use of the Preliminary Prospectus or the Prospectus or the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding proceedings for that such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has have been initiated or is pending or, to the knowledge of the Company, is contemplated instituted or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to Commission or a State Commission; the Registration Statement has been complied with. As when it became effective, complies and will comply, at the time of its applicable effective datepurchase, the Registration Statement conformed in all material respects to with the requirements of the Securities Act and the Trust Indenture blue sky laws, rules and regulations of the states listed on Schedule I and the Preliminary Prospectus complied, as of its date and at the time of purchase, in all material respects, with the requirements of the Securities Act and the applicable rules and regulations promulgated thereunder; the conditions to the use of Form S-1 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement did not include any not, as of the time such Registration Statement became effective, and at the time of purchase, contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, ; the Registration Statement and the Pricing Prospectus conformed will comply, as of the date that it is filed with the Commission, the date of the Registration Statement and the Prospectus and, as amended or supplemented, at all times during the period beginning with the execution of this Agreement and ending on the Closing Date (as defined below) or any Subsequent Closing Date (as defined below), in all material respects to respects, with the requirements of the Securities Act (including, without limitation, Section 10(a) of the Securities Act, the Trust Indenture Act, and neither ); the Registration Statement (and the Prospectus, as of the date that it is filed with the Commission, the date of the Prospectus and, as amended or supplemented by supplemented, at the Pricing Prospectus) nor the Time time of Sale Disclosure Package included any purchase did not or will not include an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that if, at any time after the time of purchase, the Company is obligated to prepare and furnish to the Underwriter an amendment or supplement to the Prospectus under Section 3(A)(e) of this Agreement and so furnishes such amendment or supplement, then from and after the time that such Prospectus as amended or supplemented is furnished to the Underwriter in accordance with Section 3(A)(e), the term “Prospectus” shall be deemed to mean the Prospectus as so amended or supplemented; provided further, however, that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein , such information being listed in the penultimate sentence of Section 8(b) of this Agreement. The Each copy of the Preliminary Prospectus and the Prospectus, as of its date delivered to the Underwriter for use in connection with the offer and as sale of the Closing Date, did not and will not include any untrue statement of a material fact Units was identical to the copies thereof filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act). There are no contracts or omit to state any material fact other documents required to be stated therein described in the Registration Statement and Prospectus or necessary to make be filed as exhibits to the statements therein, in light of the circumstances under Registration Statement which they were made, have not misleading. Notwithstanding the foregoing, the Company does not make any representation been described or warranty with respect to Underwriter Informationfiled as required.

Registration Statement. The None of the information supplied or to be supplied by Seller or relating to Seller and approved by Seller which is included or incorporated by reference in (i) the Registration Statement is an on Form S-4 to be filed with the SEC by Company in connection with the issuance of shares of Company Common Stock in the Merger (including the Joint Proxy Statement of Company and Seller and the Prospectus of Company and Bank (“automatic shelf registration statement” (as defined under Rule 405 Joint Proxy Statement/Prospectus”) constituting a part thereof, the “Registration Statement”) will, at the time the Registration Statement becomes effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus; (ii) the Joint Proxy Statement/Prospectus and any amendment or supplement thereto will, as at all times from the date of its mailing to shareholders of Seller through the date and as of the Closing Datemeeting of shareholders of Seller to be held in connection with the Merger, did contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will not include (iii) the applications and forms to be filed with securities or “blue sky” authorities, self regulatory authorities, or any Governmental Entity in connection with the Merger, the issuance of any shares of Company Common Stock in connection with the Merger, or any Requisite Regulatory Approvals will, at the time filed or at the time they become effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding The Joint Proxy Statement/Prospectus will comply in all material respects with the foregoing, provisions of the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act and the rules and regulations thereunder.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on September 22, 2021. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. As of the effective date of the Registration Statement, the Company met all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The ProspectusCompany hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form F-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement was declared effective by order of the SEC on April 24, 2017. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendment thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. At the time the Registration Statement was originally filed with the SEC, the Company met the then-applicable requirements for use of Form F-3 under the Securities Act and, as of the date hereof, the Company meets all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.5. of Form F-3. The ProspectusSEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the offer, issuance and sale of the Purchase Shares to the Investor pursuant to this Agreement would not result in the offer, issuance or sale of Common Shares that would exceed the Maximum Share Cap or any other non-compliance with General Instruction I.B.5. of Form F-3. The Registration Statement, as of its date and effective date, met and, as of the Closing Datedate hereof, did not meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the SEC, or became effective under the Exchange Act, as the case may be, complied and will not include any untrue statement of a comply in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with the statements therein, in light requirements of the circumstances under which they were made, not misleadingExchange Act. Notwithstanding At the foregoingearliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Purchase Shares, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not make hold any representation of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The (a) United agrees to prepare a registration statement on Form S-4 (the "REGISTRATION STATEMENT") to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of United and Xxxxx constituting a part thereof (the "PROXY STATEMENT") and all related documents). Xxxxx agrees to cooperate, and to cause its Subsidiaries to cooperate, with United, its counsel and its accountants, in preparation of the Registration Statement is an “automatic shelf registration statement” and the Proxy Statement; and PROVIDED that Xxxxx and its Subsidiaries have cooperated as required above, United agrees to file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable, and to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Proxy Statement are resolved. Each of Xxxxx and United agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Xxxxx agrees to furnish to United all information concerning Xxxxx, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing. (b) Each of Xxxxx and United agrees, as defined under Rule 405 to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At , and (ii) the Applicable Time, the Registration Proxy Statement and any amendment or supplement thereto will, at the Pricing Prospectus conformed in all material respects date of mailing to stockholders and at the requirements time of the Securities Act, United Meeting or the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusXxxxx Meeting, as of its date and as of the Closing Datecase may be, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading or any statement which, in the light of the circumstances under which they were such statement is made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will be false or warranty misleading with respect to Underwriter Information.any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Xxxxx and United further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement. (c) United agrees to advise Xxxxx, promptly after United receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of United Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. A-17

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on September 5, 2019. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof has been issued by order preventing or suspending the SEC and no proceeding for that purpose or pursuant to Section 8A use of the Securities Act against the Company Prospectus or related to the offering of the Securities has been initiated any Prospectus Supplement, in either case, either temporarily or is pending permanently or intends or, to the knowledge of the Company, is contemplated or has threatened by the SEC, and any request on the part in writing to do so. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date hereof and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of its applicable effective datethe Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and did not and 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 light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Notwithstanding The Company currently meets all of the foregoingrequirements for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 for the offering and sale of the Securities contemplated by this Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets in all material respects the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the date hereof the Company is, not an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to Applicable Laws or the Transaction Documents. The Company has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on March 8, 2021. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The "Plan of Distribution" section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to FormF-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on December 10, 2018. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on September 24, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under RESOLVED, that the Securities Act) that has been Authorized Officers be, and each of them acting alone hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to cause to be prepared, to execute and to cause to be filed with the SEC not earlier than three years prior to Securities and Exchange Commission (the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or“Commission”), to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of accordance with the Securities Act and in conformity with the Trust Indenture Act rules and did not include regulations thereunder, one or more registration statements on Form S-1 (each, a “Registration Statement” and collectively, the “Registration Statements”) or any untrue statement other form as may be necessary or appropriate to enable the resale of a material fact the Common Stock issued pursuant to the Offering in such form and containing such terms and provisions as may be approved by the Authorized Officers, with such changes therein, or omit additions, amendments or supplements thereto as such officer or officers executing the same shall approve, his, her or their execution thereof to state be conclusive evidence of such approval. RESOLVED FURTHER, that the Authorized Officers be, and each of them acting alone hereby is, authorized to prepare, execute and file with the Commission, on behalf of the Corporation, any material fact amendments to any Registration Statement and/or any supplements to the prospectus relating to the shares of Common Stock in the Offering as they may in their discretion deem necessary or advisable. RESOLVED FURTHER, that the execution of any such Registration Statement by the Authorized Officers, as required by the rules and regulations of the Commission, is hereby authorized and approved. RESOLVED FURTHER, that the Authorized Officers be, and each of them acting alone hereby is, authorized from time to time to do, or cause to be done, all such other acts and things and to execute and deliver all such instruments and documents, as each such Authorized Officer shall deem necessary or appropriate to cause any Registration Statement to be filed with the Commission and declared effective consistent with the intent of the foregoing resolutions. Blue Sky RESOLVED, that the Authorized Officers be, and each of them acting alone hereby is, authorized, empowered and directed, for and on behalf of the Corporation, to take any and all actions which they deem necessary or advisable in order to effect the registration or qualification (or exemption therefrom) of shares of Common Stock in the Offering under the blue sky or securities laws of any of the states or jurisdictions of the United States and in connection therewith to execute, acknowledge, verify, deliver, file or cause to be filed any notices, filings, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, and to take any and all further action which they deem necessary or advisable in order to maintain any such registration or qualification for as long as they deem necessary or as required by law. RESOLVED FURTHER, that each resolution required to be stated therein adopted in each such state in order to affect such registration or necessary qualification or to make the statements therein not misleading. At the Applicable Timeobtain such an exemption therefrom is hereby adopted, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture ActAuthorized Officers are, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time each of Sale Disclosure Package included any untrue statement them acting alone hereby is, directed to attach a copy of a material fact or omitted each resolution so adopted pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationthis Unanimous Written Consent.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable and in no event later than the times set forth in the registration rights agreement to be entered into with the investors in the Placement (“Registration Rights Agreement”), prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form S-3 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus and prospectus supplement included therein (together, the “Prospectus”) covering the sale and resale of the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to the investors, Aegis and counsel to the investors and Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of investors or Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on July 9, 2021. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Buyer and Coplxx xxxll cooperate and promptly prepare and Buyer shall file with the SEC as soon as practicable a Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 on Form S-4 under the Securities Act) that has been filed , with respect to the shares of Buyer Stock issuable in the Merger, a portion of which Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the stockholders of Coplxx xxx of Buyer in connection with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of Merger (in its applicable effective dateentirety, the Registration Statement conformed "Form S-4"). The respective parties will cause the Form S-4 to comply as to form in all material respects to with the requirements applicable provisions of the Securities Act, the Exchange Act and the Trust Indenture Act rules and did regulations thereunder. Each of Buyer and Coplxx xxxll furnish all 36 information about itself and its business and operation and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Form S-4. Buyer shall use its reasonable best efforts, and Coplxx xxxl cooperate with Buyer, to have the Form S-4 declared effective by the SEC as promptly as practicable. Buyer shall use its reasonable best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "blue sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Buyer agrees that the Form S-4 and each amendment or supplement thereto at the time of mailing thereof and at the time of the respective meetings of stockholders of Buyer and Coplxx, xxll not include any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At ; PROVIDED, HOWEVER, that the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects foregoing shall not apply to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included extent that any such untrue statement of a material fact or omitted omission to state any a material fact was made by Buyer in reliance upon and in conformity with information concerning Coplxx xxxnished to Buyer by Coplxx xxx use in the Form S-4. Coplxx xxxees that the information provided by it for inclusion in the Form S-4 and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Buyer and Coplxx, xxll not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusBuyer will advise and deliver copies (if any) to Coplxx, as of its date and as xxomptly after it receives notice thereof, of the Closing Datetime when the Form S-4 has become effective or any supplement or amendment has been filed, did not and will not include the issuance of any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make stop order, the statements therein, in light suspension of the circumstances under which they were madequalification of the Buyer Stock issuable in connection with the Merger for offering or sale in any jurisdiction, not misleading. Notwithstanding or any request by the foregoing, SEC for amendment of the Company does not make any representation Form S-4 or warranty with respect to Underwriter Informationcomments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement. The (a) As promptly as practicable after the date of this Agreement (and in any event within the later of (i) sixty (60) days after the date of this Agreement; provided that as of such date the Company financials required to be included in the Registration Statement is an “automatic shelf registration statement” have been completed and approved by the Company’s auditors or (as defined under Rule 405 under ii) fifteen (15) days from the Securities Act) that has date on which the Company financials required to be included in the Registration Statement have been completed and approved by the Company’s auditors), the Parties shall prepare, and Parent shall cause to be filed with the SEC not earlier than three years prior SEC, a registration statement on Form S-4 to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) register under the Securities Act has been received by the Company; offer and no order suspending sale of the effectiveness of Merger Shares pursuant to the Merger, which shall include a prospectus and a proxy statement relating to the Parent Stockholder Approval and the Company Stockholder Approval (as amended from time to time, the “Registration Statement”). Parent covenants and agrees that the Registration Statement will not, at the time that the Registration Statement or any part thereof has been issued by amendments or supplements thereto is filed with the SEC and no proceeding for that purpose or pursuant first mailed to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include Parent Stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date Company covenants and as of agrees that the Closing Date, did not and information provided by the Company to Parent for inclusion in the Registration Statement (including the Company Financial Statements) will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, such information not misleading. Notwithstanding the foregoing, the Company does not make any Parent makes no covenant, representation or warranty with respect to Underwriter Informationstatements made in the Registration Statement, if any, based on information provided by the Company or any of its Representatives specifically for inclusion therein and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement, if any, other than with respect to the information provided by the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use reasonable efforts to cause the Registration Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1 (Registration Statement). If Parent or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement to comply with applicable federal and state securities Laws requirements and the rules and regulations of the NYSE.

Registration Statement. The BancSecurity will promptly furnish or cause to be furnished to Buyer all of the information concerning BancSecurity and the Banks required for inclusion in, and will cooperate with Buyer in the preparation of, the Registration Statement is an “automatic shelf registration statement” and Proxy Statement (as defined under Rule 405 under including audited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Securities Act) that has been filed Registration Statement and Proxy Statement), or any statement or application made by Buyer to any governmental body in connection with the SEC not earlier than three years Merger. BancSecurity agrees promptly to advise Buyer if at any time prior to the date Effective Date of the Pricing Agreement; no notice Merger, any information provided by or on behalf of objection BancSecurity becomes incorrect or incomplete in any material respect and to provide the information needed to correct such inaccuracy or omission. At the time of mailing thereof to BancSecurity shareholders, at the time of BancSecurity shareholders's meeting referred to in Section 4.1 (b) hereof and at the Effective Time of the SEC to Merger, the use of such Registration Proxy Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness included as part of the Registration Statement or any part amendment thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orsupplement thereto, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were are made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact misleading or omit to state any a material fact required to be stated therein or necessary to make the statements therein, correct any statement in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty earlier communication with respect to Underwriter Informationthe solicitation of any proxy for BancSecurity shareholders' meeting; provided, however, that none of the provisions of this subparagraph shall apply to statements in or omissions from the Registration Statement or the Proxy Statement made in reliance upon and in conformity with information furnished by Buyer for use in the Registration Statement or the Proxy Statement.

Registration Statement. The Registration Statement is an “automatic shelf A registration statement” statement on Form S-3 (as defined under Rule 405 under File No. 333- 179943) relating to the Securities Act) that Securities, including a form of prospectus, has been filed with the SEC Commission under the Securities Act and such registration statement, and any post-effective amendment thereto, automatically became effective on filing under the Securities Act and is not earlier than three years prior proposed to be amended in connection with the date issuance and sale of the Pricing Securities pursuant to this Agreement; no . No notice of objection of the SEC Commission to the use of such Registration Statement registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; Company and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantors or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the CompanyCompany or the Guarantors, is contemplated or threatened by the SECCommission; the Registration Statement as of the Effective Date complied, and any request on the part amendment thereto as of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable date it becomes effective datewill comply, the Registration Statement conformed in all material respects to the requirements of with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and the Registration Statement as of the Effective Date did not include and any amendment thereto as of the date it becomes effective will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At ; and the Applicable TimeProspectus as of its date did not and any amendment or supplement thereto and as of the Closing Date, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, ; provided that neither the Company does not make nor any Guarantor makes any representation or and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter Informationfurnished to the Company or the Guarantors in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on June 22, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not been since March 31, 2016, and currently is not, an Ineligible Issuer (as defined in Rule 405 of the Closing DateSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, did and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not include make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any untrue statement such free writing prospectus consented to by the Investor, including in respect of a material fact or omit to state any material fact required to be stated therein or necessary to make timely filing with the statements thereinSEC, in light legending and record keeping. The offering of the circumstances under which they were made, not misleading. Notwithstanding Securities pursuant to this Agreement qualifies for the foregoing, exemption from the Company does not make any representation or warranty with respect to Underwriter Informationfiling requirements of Rule 5110 of the FINRA afforded by FINRA Rule 5110(b)(7)(C)(i).

Registration Statement. The Company’s registration statement on Form S-1, filed in connection with the Concurrent Public Offering (the “Registration Statement is an Statement”), and any amendment thereto, including any information deemed to be included therein pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “automatic shelf registration statement” (as defined under Rule 405 SEC”) promulgated under the Securities Act) that has been , complied (or, in the case of amendments filed with the SEC not earlier than three years prior to after the date of the Pricing this Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2, will comply) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Timedate it is declared effective by the SEC, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The IBKC agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, and (ii) that has been filed with the SEC not earlier than three years prior FPHI Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to shareholders and at the date time of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orFPHI Meeting, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At IBKC further agrees that if it shall become aware before the Applicable Time, effectiveness of the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of any information furnished by such party that would cause any of the Securities Act, the Trust Indenture Act, and neither statements in the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact Proxy Statement to be false or omitted misleading with respect to state any material fact required fact, or to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not false or misleading, in light to promptly inform FPHI thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. IBKC agrees to advise FPHI, promptly after IBKC receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleadingof the issuance of any stop order or the suspension of the qualification of IBKC Shares for offering or sale in any jurisdiction, of the initiation or, to the extent IBKC is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Notwithstanding IBKC agrees to promptly provide to FPHI copies of all correspondence between IBKC or any of its representatives, on the foregoingone hand, and the Company does not make any representation or warranty with respect to Underwriter InformationSEC, on the other hand.

Registration Statement. The Registration Statement is Company meets the requirements for use of Form S–3 under the Securities Act and has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” (, as defined under in Rule 405 (File Number 333-163505), on Form S-3, including a related base prospectus, for registration under the Securities Act of the offering and sale of certain securities. Such registration statement, including the exhibits thereto and the documents, if any, incorporated by reference therein, as amended (or deemed to have been amended pursuant to Rules 430A, 430B or 430C under the Securities Act) that has been from time to time, is hereinafter referred to as the “Shelf Registration Statement.” Such Shelf Registration Statement, including any amendments thereto filed with the SEC not earlier than three years prior to the date of this Agreement or prior to any such time this representation is repeated or deemed to be made, became effective upon filing and no stop order suspending the Pricing Agreement; effectiveness of the Shelf Registration Statement or any part thereof has been issued or is in effect and no proceeding for that purpose has been initiated or threatened by the Commission or by the state securities authority of any jurisdiction, and no notice of objection of the SEC Commission to the use of such the Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the . The Shelf Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed complies in all material respects to with the applicable requirements of the Securities Act and the Trust Indenture Securities Exchange Act of 1934, as amended (the “Exchange Act”), and did the respective rules thereunder and does not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. At ; provided, however, that the Applicable Time, Company and the Operating Partnership make no representations or warranties as to the information contained in or omitted from the Shelf Registration Statement or any related prospectus supplement in reliance upon and the Pricing Prospectus conformed in all material respects conformity with information furnished in writing to the requirements of Company or the Securities Act, Operating Partnership by the Trust Indenture Act, and neither Purchaser specifically for inclusion in the Shelf Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationrelated prospectus supplement.

Registration Statement. Within ☑ calendar days following the date of this Agreement, the Company will prepare and file a Registration Statement with the SEC in accordance with the Securities Act, registering the Purchase Shares issuable hereunder. The “Plan of Distribution” section of the Prospectus will permit the issuance of the Purchase Shares under the terms of this Agreement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on amendments thereto, at the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective datetime they become effective, the Registration Statement conformed will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus, as of its date and as Company meets all of the Closing Date, did not and will not include any untrue statement requirements for the use of a material fact or omit registration statement on Form S-1 pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light Securities Act for the offering and sale of the circumstances under which they were madePurchase Shares contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not misleading. Notwithstanding the foregoing, notified the Company does of any objection to the use of the form of the Registration Statement pursuant to the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not make result in non-compliance with the Securities Act or any representation or warranty with respect of the General Instructions to Underwriter InformationForm S-1.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (As soon as defined under Rule 405 under practicable after the Securities Act) that has been filed execution of this Agreement, Prosperity will prepare and file with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such a Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) on Form S-4 under the Securities Act has been received by (the “Registration Statement”) and any other applicable documents, relating to the shares of Prosperity Common Stock to be delivered to the shareholders of the Company pursuant to this Agreement, and will use its best efforts to cause the Registration Statement to become effective. The Company and its counsel shall be given the opportunity to participate in the preparation of the Registration Statement and shall have the right to approve the content of the Registration Statement with respect to the Company and the meeting of the Company; and no order suspending the effectiveness of ’s shareholders. Prosperity shall not include in the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of amendment thereto any information concerning the Company, is contemplated the Bank or threatened by this Agreement to which the SEC, Company shall reasonably and timely object in writing (and the parties shall negotiate in good faith any request on such comments or objections). At the part of the SEC for additional information pertaining to time the Registration Statement has been complied with. As of its applicable effective datebecomes effective, the Registration Statement conformed will comply in all material respects to with the requirements provisions of the Securities Act and the Trust Indenture Act published rules and did regulations thereunder, and will not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not false or misleading. At , and at the Applicable Timetime of mailing thereof to the Company’s shareholders, at the time of the Company Shareholders’ Meeting held to approve the Merger, and at the Effective Time of the Merger, the prospectus included as part of the Registration Statement and any amendment thereto (the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing “Prospectus”) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances circumstanced under which they were made, not false or misleading. Notwithstanding ; provided, however, that none of the foregoing, provisions of this subparagraph shall apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished by the Company does not make any representation for use in the Registration Statement or warranty with respect to Underwriter Informationthe Prospectus.

Registration Statement. The Company shall prepare and file with the SEC by April 15, 2018, at the Company’s expense and in accordance with the provisions of the Securities Act, the Registration Statement, in a form reasonably satisfactory to the Investor and its counsel, and the Company shall use reasonable best efforts to cause such Registration Statement to be declared effective within ninety (90) days thereafter. The date on which the Registration Statement is declared effective by the SEC is referred to herein as the “Effective Date”. The Investor shall furnish to the Company such information regarding itself, the Purchase Shares held by it and the intended method of distribution thereof as shall be reasonably requested by the Company in connection with the preparation and filing of the Registration Statement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement. The Investor acknowledges that it will be identified in the Registration Statement as an “automatic shelf registration statement” (as defined under Rule 405 under underwriter within the meaning of Section 2(a)(11) of the Securities Act) that has been filed with . At the SEC not earlier than three years prior to time the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or and any post-amendments thereto become effective amendment thereto and at each deemed effective date thereof pursuant to Rule 401(g)(2430B(f)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that this representation and warranty does not apply to statements in or omissions in the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. At The Company meets all of the Applicable Timerequirements for the use of a registration statement on Form S-1 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, will meet the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not hold any of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or by the Investor, in each case, other than the Shelf Registration Statement, the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the Pricing Prospectus conformed prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that could constitute a “free writing prospectus” as defined in all material respects to Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented Act applicable to any such free writing prospectus consented to by the Pricing Prospectus) nor Investor, including in respect of timely filing with the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereinSEC, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date legending and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationrecord keeping.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on November 9, 2017. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. or General Instruction I.B.6, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on December 1, 2010. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus, as of its date and as Company meets all of the Closing Date, did not and will not include any untrue statement requirements for the use of a material fact or omit registration statement on Form S-3 pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light Securities Act for the offering and sale of the circumstances under which they were madeSecurities contemplated by this Agreement, including, to the extent applicable to the transactions contemplated by this Agreement, those set forth in General Instruction I.B.6. of Form S-3, and the SEC has not misleadingnotified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. Notwithstanding The Company hereby confirms that, for so long as the foregoingCompany is subject to General Instruction I.B.6. of Form S-3, the Company does shall not make issue any representation or warranty shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with respect to Underwriter InformationGeneral Instruction I.B.6.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on July 28, 2023. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on July 9, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on July 1, 2020 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no stop order preventing or suspending the effectiveness of the Registration Statement or any part thereof suspending or preventing the use of the Preliminary Prospectus or the Prospectus has been issued by the SEC Commission and no proceeding proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has have been initiated or is pending instituted or, to the knowledge of the Company, is contemplated or are threatened by the SECCommission. The Company, if required by the rules and any request on the part regulations of the SEC for additional information pertaining Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable effective datethis Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At ; and the Applicable TimeProspectus and any amendments or supplements thereto, at the time the Preliminary Prospectus, the Registration Statement Prospectus or any amendment or supplement thereto was issued and at the Pricing Prospectus Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on March 19, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not been since June 30, and currently is not, an Ineligible Issuer (as defined in Rule 405 of the Closing DateExchange Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, did and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not include make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any untrue statement such free writing prospectus consented to by the Investor, including in respect of a material fact or omit to state any material fact required to be stated therein or necessary to make timely filing with the statements thereinSEC, in light legending and record keeping. The offering of the circumstances under which they were made, not misleading. Notwithstanding Securities pursuant to this Agreement qualifies for the foregoing, exemption from the Company does not make any representation or warranty with respect to Underwriter Informationfiling requirements of Rule 5110 of the FINRA afforded by FINRA Rule 5110(b)(7)(C)(i).

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on September 28, 2017. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus, as of its date and as Company meets all of the Closing Date, did not and will not include any untrue statement requirements for the use of a material fact or omit registration statement on Form S-3 pursuant to state any material fact required to be stated therein or necessary to make the statements thereinSecurities Act for the offering and sale of the Purchase Shares contemplated by this Agreement, in light reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the circumstances under which they were made, form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty result in non-compliance with respect to Underwriter InformationGeneral Instruction I.B.6.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on April 18, 2013. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect of timely filing with the SEC, legending and record keeping. The offering of the Securities pursuant to Underwriter Informationthis Agreement qualifies for the exemption from the filing requirements of FINRA Rule 5110 afforded by FINRA Rule 5110(b)(7)(C)(i).

Registration Statement. The Registration Statement is an “automatic shelf registration statement” As soon as practicable (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to and in any event within 45 calendar days of the date of this Agreement), the Pricing Agreement; no notice of objection Company shall file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by the Purchasers of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; Underlying Shares issued and no order suspending the effectiveness issuable upon conversion and/or exercise of the Registration Statement Series B-4 Preferred Stock and Warrants. The Company shall use commercially reasonable efforts to cause such registration to become effective as soon as practicable following the filing thereof and to keep such registration statement effective at all times until no Purchaser owns any Series B-4 Preferred Stock, Warrants or Underlying Shares issuable upon conversion or exercise thereof. The Company shall ensure that such registration statement (including any part thereof has been issued by the SEC amendments or supplements thereto and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did prospectuses contained therein) shall not include contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. At After the Applicable Time, date hereof and during any period in which a prospectus or prospectus supplement relating to any of the Registration Statement and the Pricing Prospectus conformed in all material respects Securities subject to registration under this Section 4.17 is required to be delivered by any Purchaser pursuant to the requirements Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), (i) the Trust Indenture ActCompany will notify the Purchasers promptly of the time when any subsequent amendment to such registration statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the prospectus that relates to such Securities or any of the Purchasers or any subsequent amendment to the prospectus or any supplement or amendment to the prospectus supplement has been filed with the Commission and of any comment letter from the Commission or any request by the Commission for any amendment or supplement to such registration statement, any amendment to the prospectus, any supplement to the prospectus that relates to the Securities subject to such registration statement under this Section or any of the Purchasers or any amendment or supplement to the prospectus supplement or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon a Purchaser’s request, any amendments or supplements to such registration statement, prospectus or prospectus supplement that, in such Purchaser’s reasonable opinion, may be necessary or advisable in connection with any resale of the Underlying Shares by such Purchaser (provided, however, that the failure of such Purchaser to make such request shall not relieve the Company of any obligation or liability hereunder, or affect such Purchaser’s right to rely on the representations and warranties made by the Company in this Agreement), (iii) the Company will not file any amendment or supplement to a registration statement, prospectus or prospectus supplement, other than documents incorporated by reference, relating to the Securities subject to registration under this Section unless a copy thereof has been submitted to each Purchaser within a reasonable period of time before the filing and no Purchaser has reasonably objected in writing thereto (provided, however, that (A) the failure of any Purchaser to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect any Purchaser’s right to rely on the representations and warranties made by the Company in this Agreement, and neither (B) the Registration Statement (Company has no obligation to provide a Purchaser any advance copy of such filing or to provide such Purchaser an opportunity to object to such filing if such filing does not name such Purchaser or specifically discuss the Securities subject to registration under this Section as amended or supplemented by contemplated hereby) and the Pricing Prospectus) nor Company will furnish to each Purchaser at the Time time of Sale Disclosure Package included filing thereof a copy of any untrue statement of a material fact or omitted to state any material fact required document that upon filing is deemed to be stated therein incorporated by reference into a registration statement, prospectus or necessary prospectus supplement, except for those documents available via XXXXX, and (iv) the Company will cause each amendment or supplement to make the statements thereinprospectus or prospectus supplement, in light other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the circumstances under which they were made, not misleadingSecurities Act. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Each Purchaser shall furnish the Company does not make any representation or warranty with respect a questionnaire in the form attached hereto as Scheduled 4.17-A prior to Underwriter Information.the filing of such registration statement. Such registration statement filed pursuant to this section shall include a plan of distribution in substantially the form attached hereto as Schedule 4.17-B.