in connection with the private placement of such shares by Counterparty to ​ (or any such affiliate) and the private resale of such shares by ​ (or any such affiliate), Counterparty shall, if so requested by ​, prepare, in cooperation with ​, a private placement memorandum in form and substance reasonably satisfactory to ​

as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with ​ (or any affiliate of ​ designated by ​) in connection with the private placement of such shares by Counterparty to ​ (or any such affiliate) and the private resale of such shares by ​ (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to ​, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, ​ and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all reasonable fees and actual, documented out-of-pocket expenses in connection with such resale, including all reasonable fees and actual, documented out-of-pocket expenses of counsel for ​, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

in connection with the private placement of such shares by Buyer to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), Buyer shall, if so requested by Dealer, prepare, in cooperation with Dealer, a private placement memorandum in form and substance reasonably satisfactory to Dealer.