Common use of Registration Statements Clause in Contracts

Registration Statements. The Partnership has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797), including a related base prospectus, relating to the public offering and sale of certain securities, including the Units. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B hereto.

Registration Statements. The Partnership has Company has, not earlier than three years prior to the date hereof, prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf (i) a registration statement, as amended by Post-Effective Amendment No. 1 statement on March 31, 2015 Form S-3 (File No. 333-197797255732), including a related base prospectus, relating to the public offering Shares to be issued and sale sold by the Company (the “Company Registration Statement”) and (ii) a registration statement on Form S-3 (File No. 333-238202), including a prospectus, relating to the Shares to be sold by the Selling Stockholders and holders of certain securitiesother securities issued by the Company (as amended, including the Units“Selling Securityholder Registration Statement”). Such registration statementThe Company Registration Statement and the Selling Securityholder Registration Statement, as amended at the time it each became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the each such registration statement at the time of its effectiveness (“Rule 430 Information”), is are referred to herein as the “Registration Statement”; Statements”; and as used herein, the term “Preliminary Prospectus” means each prospectus the prospectuses included in such Registration Statement registration statements (and any amendments thereto) before effectiveness, any prospectus or prospectuses filed with the Commission pursuant to Rule 424(b) under the Securities Act and the prospectus prospectuses included in the Registration Statement Statements at the time of its effectiveness that omits omit Rule 430 Information, and the term “Prospectus” means the prospectus or prospectuses in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the UnitsShares. If the Partnership Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration StatementStatements” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement underwriting agreement (this “Agreement”) to the Registration StatementStatements, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Statements or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend,” ”, “amendment” or “supplement” with respect to the Registration StatementStatements, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement Statements and the Prospectus. At or prior to the Applicable Time (as defined below), the Partnership Company had prepared the following Preliminary Prospectus dated June 29, 2021 (collectively with the pricing information (set forth on Annex A hereto, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B hereto).

Registration Statements. The Partnership Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 statement (File No. 333-197797199158), including a related base prospectus, relating to the public offering and sale of certain securities, including the UnitsUnderwritten Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the such registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Secondary Registration Statement”; Statement”. The Company has also prepared and filed with the Commission under the Securities Act, a registration statement on Form S-3 (File No. 333-200136), including a prospectus, relating to the Option Shares. Such registration statement, as amended at the time it became effective, including the Rule 430 Information, is referred to herein as the “Primary Registration Statement” and, together with the Secondary Registration Statement, the “Registration Statements”. As used herein, the term “Preliminary Prospectus” means each prospectus included in such either Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(b424(a) under the Securities Act and the prospectus included in the either Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus prospectuses in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the UnitsShares. If the Partnership Company has filed an one or more abbreviated registration statement statements pursuant to Rule 462(b) under the Securities Act (the a “Rule 462 Registration Statement”), then any reference herein to the term “Registration StatementStatements” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the either Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the applicable Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend,” ”, “amendment” or “supplement” with respect to the either Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement Statements and the Prospectus. At or prior to the Applicable Time (as defined below), the Partnership Company had prepared the following information (collectively with the pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4November 12, 20162014, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B hereto.

Registration Statements. The Partnership has prepared and filed with SB-2 AMENDMENT AND PROXY STATEMENT. None of the Securities and Exchange Commission information to be supplied by the Company in writing for inclusion in (a) the Registration Statement (the “Commission”"Registration Statement") on Form S-4 to be filed under the Securities Act of 1933, as amendedamended (the "Securities Act") with the Securities and Exchange Commission ("SEC") by HDG in connection with the Merger for the purpose of registering the shares of HDG Common Stock to be issued in the Merger, (b) the J&L Registration Statement (as defined in Section 7.2 hereof) to be filed under the Securities Act with the SEC by HDG in connection with Merger for the purpose of registering the common stock underlying the Company Warrants to be issued upon the exercise thereof, (c) the SB-2 Amendment (as defined in Section 7.2 hereof) to be filed under the Securities Act with the SEC by HDG, or (d) the proxy or information statement to be distributed in connection with HDG's meeting of stockholders to vote upon this Agreement and the rules and regulations of the Commission thereunder transactions contemplated hereby (collectively, the “Securities Act”)"Proxy Statement" and, an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797), including a related base prospectus, relating to the public offering and sale of certain securities, including the Units. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed together with the Commission pursuant to Rule 424(b) under the Securities Act and the prospectus included in the Registration Statement Statement, the "Proxy Statement/Prospectus") will, in the case of the Proxy Statement/Prospectus or any amendments thereof or supplements thereto, at the time of its effectiveness that omits Rule 430 Informationthe filing of the Proxy Statement/Prospectus and any amendments or supplements thereto, and the term “Prospectus” means the prospectus or, in the form first used (or made available upon request case of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to J&L Registration Statement and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities ActSB-2 Amendment, as amended or supplemented, at the time it becomes effective 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 effective date circumstances under which they are made, not misleading; provided, however, that HDG shall not inaccurately draft, misrepresent or omit any of the Registration Statement aforementioned information supplied by the Company or the date of such Preliminary Prospectus or the Prospectusits agents; and, as the case may be and any reference to “amend,” “amendment” or “supplement” with respect to provided, further, that HDG shall furnish the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to J&L Registration Statement, the SB-2 Amendment and include any documents filed after such date under the Securities Exchange Act of 1934, as amendedProxy Statement/Prospectus, and any amendments or supplements to each, to the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or Company for its review at least 5 business days prior to the Applicable Time (as defined below), filing of same with the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto SEC and the price at least 5 business days prior to the public, the number of Firm Units and the number of Option Units identified on Annex B heretodistribution thereof.

Registration Statements. The Partnership Company has prepared and filed with the Securities Commission a “shelf” registration statement, and Exchange Commission an amendment or amendments thereto, on Form F-3 (File No. 333-238162), which registration statement was declared effective on May 15, 2020, for the “Commission”) registration of the sale of certain securities of the Company, including the Firm Shares under the Securities Act of 1933, as amendedAct, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797), including a related base prospectus, relating to the public offering and sale of certain securities, including the Unitspromulgated thereunder. Such registration statement, including the exhibits thereto, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part date of the registration statement at the time of its effectiveness (“Rule 430 Information”)this Agreement, is referred to herein as hereinafter called the “Registration Statement”; and as used herein, Statement”. If the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed Company files a registration statement with the Commission pursuant to Rule 424(b462(b) under of the Securities Act Regulations relating to the Firm Shares, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such Rule 462(b) Registration Statement. After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the “Base Prospectus”) in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of its effectiveness and included in the Registration Statement pursuant to Rule 430B is herein called the “Rule 430B Information”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Firm Shares that omits omitted Rule 430 430B Information, is hereinafter collectively called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated February 25, 2021 as amended and supplemented immediately prior to the term Applicable Time, is hereinafter called the “Pricing Prospectus.” means The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first used (or made available upon request of purchasers pursuant furnished to Rule 173 under the Securities Act) Underwriters for use in connection with the offering and confirmation of the sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (Firm Shares, is hereinafter collectively called the “Rule 462 Registration Statement”), then any reference herein to the term “Registration StatementProspectus.” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 6 of Form S-3 F-3 which were filed under the Securities ActExchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the effective Commission promulgated thereunder (the “Exchange Act Regulations”), on or before the date of this Agreement, or the issue date of the Registration Statement or Base Prospectus, the date of such Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any documents filed after such date document under the Securities Exchange Act after the date of 1934this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as amendedthe case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the rules and regulations of the Commission thereunder (collectivelyRegistration Statement, the “Exchange Act”Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) that are shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and Statement, the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus. At or prior to , as the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B heretocase may be.

Registration Statements. The Partnership has prepared (File Nos. 333-119615 and 333-106272) in respect of $10,884,331,296 aggregate principal amount of securities of the Company, including the Notes, have been filed with the Securities and Exchange Commission (the “"Commission”"); such registration statements and any post-effective amendment thereto, each in the forms heretofore delivered or to be delivered to each of you, excluding exhibits to such registration statements but including all documents incorporated by reference therein, have been declared effective by the Commission in such forms; no other document with respect to such registration statements (other than a document incorporated by reference therein) has heretofore been filed or transmitted for filing with the Commission; and no stop order suspending the effectiveness of either registration statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission (any preliminary prospectus included in the Second Registration Statement (as defined herein) or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act of 1933, as amended, and amended (the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), an automatic shelf being hereinafter called a "Preliminary Prospectus"); the various parts of each registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement at the time such part of such registration statement became effective but excluding the Statements of Eligibility under the Trust Indenture Act of 1939, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797the "Trust Indenture Act"), including a related base prospectus, relating pertaining to the public offering and sale of certain securitiesIndenture (the "Forms T-1"), including the Units. Such registration statement, each as amended at the time it such part became effective, including being hereinafter collectively called (i) in the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part case of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used hereinStatement No. 333-106272, the term “Preliminary Prospectus” means each "First Registration Statement" and (ii) in the case of Registration Statement No. 333-119615, the "Second Registration Statement"; the First Registration Statement and the Second Registration Statement being hereinafter called the "Registration Statements"; the form of basic prospectus relating to the offering and sale of Debt Securities and Index Warrants included in such the Second Registration Statement (and any amendments thereto) before effectivenessStatement, any prospectus filed in the form in which it has most recently been filed, or transmitted for filing, with the Commission pursuant on or prior to Rule 424(b) under the Securities Act date of this Agreement being hereinafter from time to time called the "Basic Prospectus"; the supplement to the Prospectus relating to the Notes and the prospectus included in plan of distribution thereof being hereinafter called the Registration Statement at the time of its effectiveness that omits Rule 430 Information, "Prospectus Supplement"; and the term “Basic Prospectus (and the Prospectus Supplement) being hereinafter called the "Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Units". If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any Any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration StatementProspectus, any a Preliminary Prospectus or the any Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 the applicable form under the Securities Act, as of the effective date of the Registration Statement or the date of such Prospectus, Preliminary Prospectus or the ProspectusProspectus Supplement, as the case may be and be; any reference to “amend,” “amendment” any amendment or “supplement” with respect supplement to the Registration Statementany Prospectus, any Preliminary Prospectus or Prospectus Supplement, including any supplement to the Prospectus that sets forth only the terms of a particular issue of the Notes (a "Pricing Supplement"), shall be deemed to refer to and include any documents filed after the date of such date Prospectus, Preliminary Prospectus or Prospectus Supplement, as the case may be, under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein in such Prospectus or Prospectus Supplement, as the case may be; any reference to any amendment to either Registration Statement shall have be deemed to include any report of the meanings given Company filed pursuant to the Exchange Act after the effective date of such terms Registration Statement that is incorporated by reference in such Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to and include the Prospectus as amended or supplemented in relation to the Notes sold pursuant to this Agreement, in the Registration Statement and form in which it is filed with the Prospectus. At or prior to the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined Commission pursuant to Rule 405 424(b) under the Securities Act) listed on Annex B hereto and , including any documents incorporated by reference therein as of the price to the public, the number date of Firm Units and the number of Option Units identified on Annex B hereto.such filing);

Registration Statements. The Partnership Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf a registration statement, as amended by Post-Effective Amendment No. 1 statement on March 31, 2015 Form S-3 (File No. 333-197797188063), including a related base prospectus, relating to the public offering Shares (the “April 2013 Registration Statement”) and sale of certain securitiesa registration statement on Form S-3 (File No. 333-189234), including a prospectus, relating to the UnitsShares (the “June 2013 Registration Statement”). Such registration statementstatements, each as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the each such registration statement at the time of its effectiveness (“Rule 430 Information”), is are referred to herein as the “Registration Statement”; Statements”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in either such Registration Statement (and any amendments thereto) before effectivenessit becomes effective, any prospectus filed with the Commission pursuant to Rule 424(b424(a) under the Securities Act and the prospectus included in each of the Registration Statement Statements at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available to the Underwriters by the Company upon request of purchasers pursuant to Rule 173 under the Securities Act) under each of the Registration Statements in connection with confirmation of sales of the UnitsShares (collectively, the “Prospectuses”). If the Partnership Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “April 2013 Registration Statement” or “Registration Statements” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration StatementStatements, any Preliminary Prospectus or the Prospectus Prospectuses shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the respective effective date dates of the such Registration Statement or the date of such Preliminary Prospectus or the ProspectusProspectuses, as the case may be be, and any reference to “amend,” ”, “amendment” or “supplement” with respect to the Registration StatementStatements, any Preliminary Prospectus or the Prospectus Prospectuses shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement Statements and the ProspectusProspectuses. At or prior to the Applicable Time (as defined below), the Partnership Company had prepared the following information (collectively with the pricing information set forth on Annex B, the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4June 10, 2016, 2013 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B hereto.

Registration Statements. The Partnership Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) shelf registration statements on Form S-3 (File Nos. 333-185853 and 333-196653), including a base prospectus (together, the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statements, as amended, including the exhibits thereto, in the form in which they were declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797), including a related base prospectus, relating to the public offering and sale of certain securities, including the Units. Such registration statement, as amended at the time it became effective, including the information, if any, all documents incorporated or deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be incorporated by reference therein and any information deemed to be a part of the registration statement thereof at the time of its effectiveness pursuant to Rule 430B (the “Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”), are together referred to as the “Registration Statements.” The prospectus supplement used in connection with the offering of the Securities that omitted Rule 430 Information, together with the Base Prospectus, is herein called a “Preliminary Prospectus.” As used herein, the term “Prospectus” means the Base Prospectus, as supplemented by a prospectus supplement containing Rule 430 Information in the form first made available to the Underwriters by the Company to confirm sales of the Securities or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act. As used herein, “Applicable Time” is 8:00 AM (Eastern time) on June 13, 2014. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and “Time of Sale Prospectus” means the Preliminary Prospectus, together with the information and any free writing prospectuses, if any, identified on Schedule C, and each “road show” (as defined in Rule 433 under the Securities Act), if any, related to the offering of the Securities contemplated hereby that are is a “written communication” (as defined in Rule 405 under the Securities Act), identified on Schedule C and the information included as Schedule D. As used herein, the terms “Registration Statements,” “Base Prospectus,” “Time of Sale Prospectus,” “Preliminary Prospectus” and “Prospectus” shall include the documents incorporated and deemed to be incorporated by reference therein. Capitalized terms used but not defined herein All references in this Agreement to amendments or supplements to the Registration Statements, the Base Prospectus, the Time of Sale Prospectus, the Preliminary Prospectus or the Prospectus shall have be deemed to mean and include the meanings given filing of any document under the Exchange Act which is or is deemed to such terms be incorporated by reference in the Registration Statement and Statements, the Base Prospectus, the Time of Sale Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be. At or prior All references in this Agreement to (i) the Applicable Time (as defined below)Registration Statements, the Partnership had prepared Base Prospectus, the following information Time of Sale Prospectus, the Preliminary Prospectus or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System, or any successor system (collectively, “XXXXX”) and (ii) the Prospectus shall be deemed to include the “Pricing Disclosure Package”): a electronic Prospectus” provided for use in connection with the offering of the Securities as contemplated by Section 5(n) of this Agreement. All references in this Agreement to financial statements and schedules and other information that are “contained,” “included” or “stated” in the Registration Statements, the Base Prospectus, the Time of Sale Prospectus, the Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” or the Prospectus (as defined pursuant and all other references of like import) shall be deemed to Rule 405 under mean and include all such financial statements and schedules and other information that are or are deemed to be incorporated by reference in the Securities Act) listed on Annex B hereto and the price to the publicRegistration Statements, the number Base Prospectus, the Time of Firm Units and Sale Prospectus, the number of Option Units identified on Annex B heretoPreliminary Prospectus or the Prospectus, as the case may be.

Registration Statements. (i) The Partnership has prepared and filed with Republic meets the Securities and Exchange Commission (the “Commission”) requirements for use of Schedule B under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), an automatic shelf . The Republic has filed with the Commission registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 statements under Schedule B (File No. 333-197797)189896 , including a related base prospectus, relating to No. 333-212464 and No. 333-223463) covering the public offering and sale registration of certain securities, including the Units. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C Bonds under the Securities Act and including the related base prospectus filed on March 6, 2018 pursuant to be part Rule 424(b)(3) (the “Base Prospectus”). Such registration statements have been declared effective by the Commission, as amended as of the registration statement at the date and time of its effectiveness this Agreement (the “Rule 430 InformationExecution Time”). Such registration statements, is referred to herein as amended as of the “Registration Statement”; and as used hereinExecution Time, together with the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectivenessBase Prospectus constituting a part thereof, any prospectus supplement relating to the Bonds and all documents incorporated by reference thereto, meet the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. The Republic has filed a preliminary prospectus supplement with the Commission pursuant to Rule 424(b) under the Securities Act and Act, which has been furnished to the prospectus included in Underwriters (the Registration Statement at the time of its effectiveness that omits Rule 430 Information“Preliminary Prospectus Supplement”), and proposes to file with the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers Commission, pursuant to Rule 173 under the Securities Act424(b) in connection with confirmation of sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to the Republic to be set forth therein. Such registration statements (including the Base Prospectus and any documents incorporated by reference in such registration statements), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, each as amended at the time such registration statements became effective date of (the Registration Statement or the date of such Preliminary Prospectus or the Prospectus“Effective Time”), are hereinafter referred to as the case may “Registration Statements.” The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus;” and any reference to “amend,” “amendment” any amendment or “supplement” with respect supplement to the Registration Statement, any Preliminary Final Prospectus or the Base Prospectus shall be deemed to refer to and include any documents annual reports on Form 18-K and any amendments to such Form 18-K on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after such date the Execution Time, under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder 1934 (collectively, the “Exchange Act”) that are deemed to be and incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Final Prospectus. At or prior to the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B hereto.

Registration Statements. (i) The Partnership has prepared and filed with Republic meets the Securities and Exchange Commission (the “Commission”) requirements for use of Schedule B under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder amended (collectively, the “Securities Act”), an automatic shelf . The Republic has filed with the Commission registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 statements under Schedule B (File NoNos. 333-197797), including a related base prospectus, relating to 223463 and 333-270970) covering the public offering and sale registration of certain securities, including the Units. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C Securities under the Securities Act to be part and including the related base prospectus filed on July 5, 2023 (the “Base Prospectus”). Such registration statements have been declared effective by the Commission, as amended as of the registration statement at the date and time of its effectiveness this Agreement (the “Rule 430 InformationExecution Time”). Such registration statements, is referred to herein as amended as of the “Registration Statement”; and as used hereinExecution Time, together with the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectivenessBase Prospectus constituting a part thereof, any prospectus supplement relating to the Securities and all documents incorporated by reference thereto, meet the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. The Republic has filed a preliminary prospectus supplement with the Commission pursuant to Rule 424(b) under the Securities Act and Act, which has been furnished to the prospectus included in Underwriters (the Registration Statement at the time of its effectiveness that omits Rule 430 Information“Preliminary Prospectus Supplement”), and proposes to file with the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers Commission, pursuant to Rule 173 under the Securities Act424(b) in connection with confirmation of sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Securities and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to the Republic to be set forth therein. Such registration statements (including the Base Prospectus and any documents incorporated by reference in such registration statements), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, each as amended at the time such registration statements became effective date of (the Registration Statement or the date of such Preliminary Prospectus or the Prospectus“Effective Time”), are hereinafter referred to as the case may “Registration Statements.” The Base Prospectus together with the Prospectus Supplement in the form in which each shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus;” and any reference to “amend,” “amendment” any amendment or “supplement” with respect supplement to the Registration Statement, any Preliminary Final Prospectus or the Base Prospectus shall be deemed to refer to and include any documents annual reports on Form 18-K and any amendments to such Form 18-K on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after such date the Execution Time, under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder 1934 (collectively, the “Exchange Act”) that are deemed to be and incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Final Prospectus. At or prior to the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B hereto.

Registration Statements. The Partnership Company has prepared and filed with the Commission a “shelf” registration statement, and an amendment or amendments thereto, on Form F-3 (File No. 333-256087), which registration statement was declared effective on May 21, 2021, for the registration of the sale of certain securities of the Company, including the Firm Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amendedAct, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797), including a related base prospectus, relating to the public offering and sale of certain securities, including the Unitspromulgated thereunder. Such registration statement, including the exhibits thereto, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part date of the registration statement at the time of its effectiveness (“Rule 430 Information”)this Agreement, is referred to herein as hereinafter called the “Registration Statement”; and as used herein, Statement”. If the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed Company files a registration statement with the Commission pursuant to Rule 424(b462(b) under of the Securities Act Regulations relating to the Firm Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such Rule 462(b) Registration Statement. After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the “Base Prospectus”) in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of its effectiveness and included in the Registration Statement pursuant to Rule 430B is herein called the “Rule 430B Information”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Firm Securities that omits omitted Rule 430 430B Information, is hereinafter collectively called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated March 22, 2021 as amended and supplemented immediately prior to the term Applicable Time, is hereinafter called the “Pricing Prospectus.” means The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first used (or made available upon request of purchasers pursuant furnished to Rule 173 under the Securities Act) Underwriters for use in connection with the offering and confirmation of the sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (Firm Securities, is hereinafter collectively called the “Rule 462 Registration Statement”), then any reference herein to the term “Registration StatementProspectus.” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 6 of Form S-3 F-3 which were filed under the Securities ActExchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the effective Commission promulgated thereunder (the “Exchange Act Regulations”), on or before the date of this Agreement, or the issue date of the Registration Statement or Base Prospectus, the date of such Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any documents filed after such date document under the Securities Exchange Act after the date of 1934this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as amendedthe case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the rules and regulations of the Commission thereunder (collectivelyRegistration Statement, the “Exchange Act”Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) that are shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and Statement, the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus. At or prior to , as the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B heretocase may be.

Registration Statements. The Partnership Company has prepared and filed with the Commission a “shelf” registration statement, and an amendment or amendments thereto, on Form F-3 (File No. 333-269839), which registration statement was declared effective on February 23, 2023, for the registration of the sale of certain securities of the Company, including the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amendedAct, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797), including a related base prospectus, relating to the public offering and sale of certain securities, including the Unitspromulgated thereunder. Such registration statement, including the exhibits thereto, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part date of the registration statement at the time of its effectiveness (“Rule 430 Information”)this Agreement, is referred to herein as hereinafter called the “Registration Statement”; and as used herein, Statement”. If the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed Company files a registration statement with the Commission pursuant to Rule 424(b462(b) under of the Securities Act Regulations relating to the Securities, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such Rule 462(b) Registration Statement. After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the “Base Prospectus”) in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of its effectiveness and included in the Registration Statement pursuant to Rule 430B is herein called the “Rule 430B Information”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Securities that omits omitted Rule 430 430B Information, is hereinafter collectively called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated August 10, 2023 as amended and supplemented immediately prior to the term Applicable Time, is hereinafter called the “Pricing Prospectus.” means The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first used (or made available upon request of purchasers pursuant furnished to Rule 173 under the Securities Act) Underwriter for use in connection with the offering and confirmation of the sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (Securities, is hereinafter collectively called the “Rule 462 Registration StatementProspectus”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 6 of Form S-3 F-3 which were filed under the Securities Exchange Act, as and the rules and regulations of the effective Commission promulgated thereunder (the “Exchange Act Regulations”), on or before the date of this Agreement, or the issue date of the Registration Statement or Base Prospectus, the date of such Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any documents filed after such date document under the Securities Exchange Act after the date of 1934this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as amendedthe case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the rules and regulations of the Commission thereunder (collectivelyRegistration Statement, the “Exchange Act”Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) that are shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and Statement, the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus. At or prior to , as the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B heretocase may be.

Registration Statements. The Partnership has prepared Two registration statements on Form S-3 (File No. 333-99273 and 333-112257) (the "Initial Registration Statements") in respect of the Designated Shares have been filed with the Securities and Exchange Commission (the “"Commission”"); and the Initial Registration Statements and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to the Initial Registration Statements, but including all documents incorporated by reference in the prospectus included in the latest registration statement, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amendedamended (the "Act"), and which became effective upon filing, no other document with respect to the Initial Registration Statements or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission thereunder under the Act, each in the form heretofore delivered to the Representatives) (collectivelythe various parts of the Initial Registration Statements and the Rule 462(b) Registration Statement, the “Securities Act”), an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797)if any, including a related base prospectusall exhibits thereto and the documents incorporated by reference in the prospectus contained in the Initial Registration Statements at the time such part of the Initial Registration Statements became effective, relating to the public offering and sale of certain securities, including the Units. Such registration statement, each as amended at the time it such part of the Initial Registration Statements became effective, including are hereinafter collectively called the information"Registration Statement"; the prospectus relating to the Designated Shares, if anyin the form in which it has most recently been filed, deemed pursuant to Rule 430Aor transmitted for filing, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant on or prior to Rule 424(b) under the Securities Act and date of this Agreement, is hereinafter called the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “"Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then "; any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 the applicable form under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and ; any reference to “amend,” “amendment” any amendment or “supplement” with respect supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such date Prospectus under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein in such Prospectus; any reference to any amendment to the Initial Registration Statements shall have be deemed to refer to and include any annual report of the meanings given Company filed pursuant to such terms Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement Statement; and the Prospectus. At or prior any reference to the Applicable Time (Prospectus as defined below), amended or supplemented shall be deemed to refer to the Partnership had prepared Prospectus as amended or supplemented in relation to the following information (applicable Designated Shares in the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined form in which it is filed with the Commission pursuant to Rule 405 424(b) under the Securities ActAct in accordance with Section 4(a)(ii) listed on Annex B hereto and hereof, including any documents incorporated by reference therein as of the price to the public, the number date of Firm Units and the number of Option Units identified on Annex B hereto.such filing);

Registration Statements. The Partnership has prepared (File Nos. 333-106272 and 333-119615) in respect of U.S.$10,884,331,296 aggregate principal amount of securities of the Company, including the Notes, have been filed with the Securities and Exchange Commission (the “"Commission”"); such registration statements and any post-effective amendment thereto, each in the forms heretofore delivered or to be delivered to each of you, excluding exhibits to such registration statements but including all documents incorporated by reference therein, have been declared effective by the Commission in such forms; no other document with respect to such registration statements (other than a document incorporated by reference therein) has heretofore been filed or transmitted for filing with the Commission; and no stop order suspending the effectiveness of either registration statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission (any preliminary prospectus included in the Second Registration Statement (as defined herein) or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act of 1933, as amended, and amended (the rules and regulations of the Commission thereunder (collectively, the “Securities "Act”"), an automatic shelf being hereinafter called a "Preliminary Prospectus"); the various parts of each registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement at the time such part of such registration statement became effective but excluding the Statements of Eligibility under the Trust Indenture Act of 1939, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797the "Trust Indenture Act"), including a related base prospectus, relating pertaining to the public offering and sale of certain securitiesIndenture (the "Forms T-1"), including the Units. Such registration statement, each as amended at the time it such part became effective, including being hereinafter collectively called (i) in the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part case of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used hereinStatement No. 333-106272, the term “Preliminary Prospectus” means each "First Registration Statement" and (ii) in the case of Registration Statement No. 333-119615, the "Second Registration Statement"; the First Registration Statement and the Second Registration Statement being hereinafter called the "Registration Statements"; the form of base prospectus relating to the offering and sale of Debt Securities and Index Warrants included in such the Second Registration Statement (and any amendments thereto) before effectivenessStatement, any prospectus filed in the form in which it has most recently been filed, or transmitted for filing, with the Commission pursuant on or prior to Rule 424(b) under the Securities Act date of this Agreement being hereinafter from time to time called the "Base Prospectus"; the supplement to the Prospectus relating to the Medium-Term Notes and the prospectus included in plan of distribution thereof being hereinafter called the Registration Statement at "U.S. Prospectus Supplement"; the time of its effectiveness that omits Rule 430 Information, supplement to Prospectus relating to the Euro Medium-Term Notes and the term “plan of distribution thereof being hereinafter called the "Euro Prospectus Supplement" and, together with the U.S. Prospectus Supplement, the "Prospectus Supplements"; and the Base Prospectus (including the U.S. Prospectus Supplement or the Euro Prospectus Supplement, as the case may be) being hereinafter called the "Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Units". If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any Any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration StatementProspectus, any a Preliminary Prospectus or the any Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 the applicable form under the Securities Act, as of the effective date of the Registration Statement or the date of such Prospectus, Preliminary Prospectus or the ProspectusProspectus Supplement, as the case may be and be; any reference to “amend,” “amendment” any amendment or “supplement” with respect supplement to the Registration Statementany Prospectus, any Preliminary Prospectus or Prospectus Supplement, including any supplement to the Prospectus that sets forth only the terms of a particular issue of the Notes (a "Pricing Supplement"), shall be deemed to refer to and include any documents filed after the date of such date Prospectus, Preliminary Prospectus or Prospectus Supplement, as the case may be, under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein in such Prospectus or Prospectus Supplement, as the case may be; any reference to any amendment to either Registration Statement shall have be deemed to include any report of the meanings given Company filed pursuant to the Exchange Act after the effective date of such terms Registration Statement that is incorporated by reference in such Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to and include the Prospectus as amended or supplemented in relation to the Notes sold pursuant to this Agreement, in the Registration Statement and form in which it is filed with the Prospectus. At or prior to the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined Commission pursuant to Rule 405 424(b) under the Securities Act) listed on Annex B hereto and , including any documents incorporated by reference therein as of the price to the public, the number date of Firm Units and the number of Option Units identified on Annex B hereto.such filing);

Registration Statements. The Partnership has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31November 30, 2015 2016 (File No. 333-197797208052), including a related base prospectus, relating to the public offering and sale of certain securities, including the UnitsSecurities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and Statement”; as used herein, the term “Base Prospectus” means the base prospectus included in the Registration Statement at the time of effectiveness; “Preliminary Prospectus” means each any preliminary prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, including the Base Prospectus and any preliminary prospectus supplement thereto relating to the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, Securities; and the term “Prospectus” means the final prospectus in relating to the form first used (or made available upon request of purchasers Securities filed with the Commission pursuant to Rule 173 424(b) under the Securities Act) in connection with confirmation of sales of , including the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then Base Prospectus and any reference herein final prospectus supplement thereto relating to the term “Registration Statement” shall be deemed to include such Rule 462 Registration StatementSecurities. Any reference in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 2:15 P.M., New York City time, on December 2, 2016, the Applicable time when sales of the Securities were first made (the “Time (as defined belowof Sale”), the Partnership had prepared the following information (collectively, the “Pricing Disclosure PackageTime of Sale Information”): a Preliminary Prospectus dated May 4December 2, 2016, and each “free-writing prospectus” Issuer Free Writing Prospectus (as defined pursuant to Rule 405 under the Securities Actbelow) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B A hereto.

Registration Statements. The Partnership Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “"Securities Act”"), an automatic shelf a registration statement, as amended by Post-Effective Amendment No. 1 statement on March 31, 2015 Form S-3 (File No. 333-197797), 117551) including a related base prospectus, relating to the public offering Shares being offered by the Company and sale of certain securities, including the Unitsrelated Rights. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C 430A under the Securities Act to be part of the registration statement at the time of its effectiveness (“"Rule 430 430A Information”"), is referred to herein as the “"Primary Registration Statement”; Statement"; the Company has also prepared and filed with the Commission under the Securities Act, a registration statement on Form S-3 (File No. 333-120379) including a prospectus, relating to the Underwritten Shares being offered by the Selling Stockholders and the related Rights. Such registration statement, as amended at the time it became effective, including the Rule 430A Information, is referred to herein as the "Secondary Registration Statement" and, together with the Primary Registration Statement, the "Registration Statements"; and as used herein, the term “"Preliminary Prospectus” " means each prospectus included in such either Registration Statement (and any amendments thereto) before effectivenessit became effective, any prospectus filed with the Commission pursuant to Rule 424(b424(a) under the Securities Act and the prospectus included in the either Registration Statement at the time of its effectiveness that omits Rule 430 430A Information, if any, and the term “"Prospectus” " means the prospectus prospectuses in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of confirm sales of the UnitsShares from the Registration Statements. If the Partnership Company has filed an one or more abbreviated registration statement statements pursuant to Rule 462(b) under the Securities Act (the “a "Rule 462 Registration Statement”"), then any reference herein to the term “"Registration Statement” Statements" shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration StatementStatements, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Statements or the date of such Preliminary Prospectus or the Prospectus, as the case may be be, and any reference to “"amend,” “", "amendment” " or “"supplement” " with respect to the Registration StatementStatements, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “"Exchange Act”") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement Statements and the Prospectus. At or prior to the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B hereto.

Registration Statements. The Partnership Company has prepared and filed with the Commission a “shelf” registration statement on Form S-3 (File No. 333-248531), including any related prospectus or prospectuses, for the registration of the Securities and Exchange Commission (the “Commission”) under the Securities Act, which registration statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797), including a related base prospectus, relating to the public offering and sale of certain securities, including the Units. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act (the “Securities Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement on file with the Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the registration statement at Securities Act Regulations (the time of its effectiveness (“Rule 430 430B Information”)) or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement”; and Statement.” The Registration Statement at the time it originally became effective is referred to herein as used hereinthe “Initial Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement was declared effective by the Commission on October 2, 2020. The prospectus in the form in which it was most recently filed with the Commission in connection with the Initial Registration Statement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that described the Securities and the Offering and omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary Prospectus.” means each The Preliminary Prospectus, subject to completion, dated March 19, 2021, as amended and supplemented immediately prior to the Applicable Time, is hereinafter called the “Pricing Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus included supplement to the Base Prospectus relating to the Securities and the Offering in such Registration Statement accordance with the provisions of Rule 430B and Rule 424(b) of the Securities Act Regulations. Such final prospectus supplement (and any amendments thereto) before effectivenessincluding the Base Prospectus as so supplemented), any prospectus in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act and is herein called the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus.” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any Any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration StatementBase Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, Act as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be prospectus; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any documents filed after such date document under the Securities Exchange Act after the date of 1934this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as amendedthe case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the rules and regulations of the Commission thereunder (collectivelyRegistration Statement, the “Exchange Act”Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) that are shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and Statement, the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus. At or prior to , as the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B heretocase may be.

Registration Statements. The Partnership Company has prepared and filed with the Securities Commission a “shelf” registration statement, and Exchange Commission an amendment or amendments thereto, on Form F-3 (File No. 333-254036), which registration statement was declared effective on March 16, 2021, for the “Commission”) registration of the sale of certain securities of the Company, including the Firm Shares and Over-Allotment Shares under the Securities Act of 1933, as amendedAct, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), an automatic shelf registration statement, as amended by Post-Effective Amendment No. 1 on March 31, 2015 (File No. 333-197797), including a related base prospectus, relating to the public offering and sale of certain securities, including the Unitspromulgated thereunder. Such registration statement, including the exhibits thereto, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part date of the registration statement at the time of its effectiveness (“Rule 430 Information”)this Agreement, is referred to herein as hereinafter called the “Registration Statement”; and as used herein, Statement”. If the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) before effectiveness, any prospectus filed Company files a registration statement with the Commission pursuant to Rule 424(b462(b) under of the Securities Act Regulations relating to the Firm Shares, then, after such filing, any reference herein to the Registration Statement shall also be deemed to include such Rule 462(b) Registration Statement. After execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement to the base prospectus included in the Registration Statement (the “Base Prospectus”) in accordance with the provisions of Rule 430B (“Rule 430B”) and Rule 424(b) (“Rule 424(b)”) of the Securities Act Regulations; any information included in such prospectus supplement that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of its effectiveness and included in the Registration Statement pursuant to Rule 430B is herein called the “Rule 430B Information”; the Base Prospectus, together with any prospectus supplement used in connection with the offering of the Firm Shares that omits omitted Rule 430 430B Information, is hereinafter collectively called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated March 22, 2021 as amended and supplemented immediately prior to the term Applicable Time, is hereinafter called the “Pricing Prospectus.” means The Base Prospectus, together with the final prospectus supplement which includes the Rule 430B Information, in the form first used (or made available upon request of purchasers pursuant furnished to Rule 173 under the Securities Act) Underwriters for use in connection with the offering and confirmation of the sales of the Units. If the Partnership has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (Firm Shares, is hereinafter collectively called the “Rule 462 Registration Statement”), then any reference herein to the term “Registration StatementProspectus.” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 6 of Form S-3 F-3 which were filed under the Securities ActExchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the effective Commission promulgated thereunder (the “Exchange Act Regulations”), on or before the date of this Agreement, or the issue date of the Registration Statement or Base Prospectus, the date of such Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as the case may be be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus shall be deemed to refer to and include the filing of any documents filed after such date document under the Securities Exchange Act after the date of 1934this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, as amendedthe case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and any other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the rules and regulations of the Commission thereunder (collectivelyRegistration Statement, the “Exchange Act”Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus (and all other references of like import) that are shall be deemed to mean and include all such financial statements and schedules and any other information which is or is deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and Statement, the Base Prospectus, the Preliminary Prospectus, the Pricing Prospectus or the Prospectus. At or prior to , as the Applicable Time (as defined below), the Partnership had prepared the following information (the “Pricing Disclosure Package”): a Preliminary Prospectus dated May 4, 2016, each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto and the price to the public, the number of Firm Units and the number of Option Units identified on Annex B heretocase may be.