Registration Statement. Upon execution and delivery of this Agreement, ​ shall prepare and file with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement is effective pursuant to the Securities Act and available for the issuance of the Purchase Shares thereunder, and ​ has not received any written notice that the SEC has issued or intends to issue a stop order or other similar order with respect to the Registration Statement or the Prospectus or that the SEC otherwise has # suspended or withdrawn the effectiveness of the Registration Statement or # issued any order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to ​ furnished to ​ in writing by or on behalf of ​ expressly for use therein. ​ meets all of the requirements for the use of a registration statement on Form S-1 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement and the SEC has not notified ​ of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that ​ or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Purchase Shares, ​ was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). ​ has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until ​ does not hold any of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or by ​, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. ​ has not made, and agrees that unless it obtains the prior written consent of ​ it will not make, an offer relating to the Purchase Shares that could constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. ​ shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by ​, including in respect of timely filing with the SEC, legending and record keeping.

Section # Registration Statement and Prospectus. [[Organization B:Organization]] and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form S-1. under the Securities Act. Each Registration Statement and the offer and sale of Shares as contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement or a Prospectus, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the SEC on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to [[Organization A:Organization]] and its counsel. [[Organization B:Organization]] has not distributed and, prior to the later to occur of each Share Purchase Notice Date and completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than a Registration Statement and the Prospectus to which [[Organization A:Organization]] has consented.

Effective Registration Statement; Current Prospectus; Securities Law Compliance. ​ shall use its reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by ​ at all times until the earlier of # the date on which ​ shall have sold all the Purchase Shares and no Available Share remains under this Agreement and # 90 days following the Maturity Date (the “Registration Period”). Without limiting the generality of the foregoing, during the Registration Period, ​ shall # take all action necessary to cause the Common Stock to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act, and # prepare and file with the SEC, at ​’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be necessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all of the Purchase Shares by ​ to ​, at all times during the Registration Period (it being hereby acknowledged and agreed that ​ shall prepare and file with the SEC, at ​’s expense, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Date”), a new Registration Statement relating to the Purchase Shares, in a form satisfactory to ​ and its counsel, and ​ shall use its reasonable best efforts to cause such Registration Statement to be declared effective within 90 days after the Renewal Date unless the Registration Period has lapsed). ​ shall furnish to ​ such information regarding itself, the Purchase Shares held by it and the intended method of distribution thereof as shall be reasonably requested by ​ in connection with the preparation and filing of any such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement, and shall otherwise cooperate with ​ as reasonably requested by ​ in connection with the preparation and filing of any such amendment to the Registration Statement (or new Registration Statement) or any such Prospectus Supplement. ​ shall comply with all applicable federal, state and foreign securities laws in connection with the offer, issuance and sale of the Purchase Shares contemplated by the Transaction Documents. Without limiting the generality of the foregoing, neither ​ nor any of its officers, directors or affiliates will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of ​, or which would reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of ​.