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Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which # the Buyer shall not previously have been advised, # the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or # the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered in connection with any acquisition or sale of Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this AgreementAgreement, the Common Shares, the Warrants or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this AgreementAgreement, the Common Shares, the Warrants or the transactions contemplated hereby or thereby with respect to which # the Buyer shall not previously have been advised, # the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or # the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered in connection with any acquisition or sale of RD Securities by the Buyer, the Company shall not file any Prospectus Supplement with respect to the RD Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.

Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses.Supplements. Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the 1934Exchange Act, the Company shall not file with the SEC any amendment to the Registration Statement that relatesor any supplement to the Buyer, this AgreementBase Prospectus that refers to , the Transaction Documents or the transactions contemplated hereby or thereby or file with the SEC(including, without limitation, any Prospectus Supplement that relates to the Buyer, this Agreement orfiled in connection with the transactions contemplated hereby or therebyby the Transaction Documents), in each case with respect to which # the Buyer shall not previously have been advised,advised and afforded the opportunity to review and comment thereon at least two (2) Business Days prior to filing with the SEC, # the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or # the Buyer shall reasonably object after being so advised,object, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer, shall be provided with a reasonable opportunity to review and comment upon any disclosure relatingreferring to , the BuyerTransaction Documents or the transactions contemplated thereby, as applicable, and the Company shall expeditiously furnish to the Buyer an electronic a copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer,, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered in connection with any acquisition or sale of SecuritiesPurchase Shares by the Buyer, the Company, shall not file any Prospectus Supplement with respect to the SecuritiesPurchase Shares without delivering or making available a copyfurnishing to as many copies of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.as may reasonably request.

AmendmentsProspectus Delivery. Immediately prior to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided inexecution of this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act,Agreement, the Company shall not file with the SEC any amendment to the Registration Statement that relateshave delivered to the Buyer, and as soon as practicable after execution of this Agreement or the transactions contemplated hereby or thereby or file with the SEC anyCompany shall file, Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or therebySupplements with respect to which #the Securities to be issued on the Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company shall provide the Buyer shall not previously have been advised, # the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or # the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to reviewcomment on a draft of each Prospectus Supplement and comment upon any disclosure relatingIssuer Free Writing Prospectus, shall give due consideration to all such comments and, subject to the Buyer and the Companyprovisions of Section ‎4(b) hereof, shall expeditiously furnishdeliver or make available to the BuyerBuyer, without charge, an electronic copy thereof. In addition,of each form of Prospectus Supplement, together with the Prospectus, and any Permitted Free Writing Prospectus on the Closing Date. The Company consents to the use of the Prospectus (and of any Prospectus Supplements thereto) in accordance with the provisions of the 1933 Act and with the securities or “blue sky” laws of the jurisdictions in which the Securities may be sold by the Buyer, in connection with the offering and sale of the Securities and for so long as, in the reasonable opinionsuch period of counsel for the Buyer,time thereafter as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required by the 1933 Act to be delivered in connection with sales of the Securities. If during such period of time any acquisitionevent shall occur that in the judgment of the Company and its counsel is required to be set forth in the Registration Statement or salethe Prospectus or any Permitted Free Writing Prospectus or should be set forth therein in order to make the statements made therein (in the case of Securities by the Buyer,Prospectus, in light of the circumstances under which they were made) not misleading, or if it is necessary to amend the Registration Statement or supplement or amend the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other applicable law or regulation, the Company shall notforthwith prepare and, subject to Section ‎4(b) above, file anywith the SEC an appropriate amendment to the Registration Statement or Prospectus Supplement with respect to the Securities without deliveringProspectus (or supplement to the Permitted Free Writing Prospectus) and shall expeditiously furnish or makingmake available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.an electronic copy thereof.

AmendmentsThe Company will prepare the Prospectus in a form approved by the Representative and will file such Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430B under the 1933 Act and will make no further amendment or any supplement to the Registration Statement;Statement or the Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required tothat shall be filed pursuant toreasonably disapproved by the 1934 Act,Representative promptly after reasonable notice thereof. The Company will advise the Company shall not file withRepresentative, promptly after it receives notice thereof, of the SECtime when any amendment to the Registration Statement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby or filehas been filed with the SEC any Prospectus Supplement that relates to the Buyer, this AgreementCommission or the transactions contemplated herebybecomes effective or thereby with respect to which # the Buyer shall not previously have been advised, # the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or # the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to complyor any amended Prospectus has been filed with the 1933 Act or any other applicable law or regulation, in which caseCommission and furnish the Company shallUnderwriters with copies thereof and will advise the Underwriters, promptly (but in no event later than 24 hours) so informafter it receives notice thereof, of the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered in connection with any acquisition or sale of Securitiesissuance by the Buyer, the Company shall not fileCommission of any Prospectus Supplementstop order with respect to the Securities without deliveringRegistration Statement or making available a copyof any order preventing or suspending the use of any preliminary prospectus, any Issuer-Represented Free Writing Prospectus or the Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, any preliminary prospectus, any Issuer-Represented Free Writing Prospectus or the Prospectus or for additional information, and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any preliminary prospectus, any Issuer-Represented Free Writing Prospectus or the Prospectus or suspending any such qualification, promptly use its reasonable best efforts to obtain the withdrawal of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.order.

AmendmentsThe Company will give the Representative notice of its intention to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SECor prepare any amendment to the Registration Statement that relatesStatement, any term sheet or any amendment, supplement or revision to either any preliminary prospectus (including the Buyer, this Agreement or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or the transactions contemplated hereby or thereby with respect to which # the Buyer shall not previously have been advised, # the Company shall not have given due consideration to any comments thereon received from the Buyer or its counsel, or # the Buyer shall reasonably object after being so advised, unless the Company reasonably has determined that it is necessary to amendprospectus included in the Registration Statement at the time it became effective) or make any supplement to the ProspectusProspectus, whether pursuant to comply with the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriters with copies of any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided withsuch documents a reasonable opportunityamount of time prior to reviewsuch proposed filing or use, as the case may be, and comment uponwill not file or use any disclosure relatingsuch document to which the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as, in the reasonable opinion ofRepresentative or counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered in connection with any acquisition or sale of Securities by the Buyer, the CompanyUnderwriters shall not file any Prospectus Supplement with respect to the Securities without delivering or making available a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.reasonably object.

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