申報書公司已經向委員會提交了一份在S-3表格（文件號碼333-279367）上的架構登記聲明書，其中包含一份基本招股書。該登記聲明書登記了公司根據證券法發行和銷售股份。公司可能不時提交一份或多份包含有關股份的基本招股書的其他登記聲明書，並相關的招股書或招股書補充資料（如適用）。除非上下文另有要求，此等登記聲明書（包括根據證券法第4300億條條例視為其中一部分的所有資訊，包括所有財務報表、展示和附表，以及根據證券法第3條表格第12條有時進行修訂或補充的所有文件，被提及或視為根據證券法第12條表格的第12條條例提及或視為納入其中的文件，這些登記聲明書們在此統稱為“申報書，”以及構成該等登記聲明書一部分的招股書，與根據表格S-3第12條向委員會提交的根據證券法第424條（b）條的規定，有關股份特定發行的招股書補充資料，包括不時修訂或補充的視為以引用的所有文檔，皆稱為““招股書,” except that if any revised prospectus is provided to the Agent by the Company for use in connection with the offering of the Shares that is not required to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term “招股書” shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use. The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference.
The Prospectus, when filed, complied or will comply in all material respects with the Securities Act and, if filed with the Commission through EDGAR (except as may be permitted by Regulation S‑t under the Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective and at each Representation Date, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “銷售時間資訊”) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information described in 第6條 以下。在招股說明書中未要求描述或作為展示檔案提交的合同或其他文件，已經按要求描述或提交。招股說明書以及股份的發售如
獨立會計師。安永會計師事務所及務達安美國有限責任合夥公司，已就與本協議相關的財務報表（本協議中使用的該術語包括附註），或已審閱過根據證券委員會提交的申報書和招股書，的財務報表表達了意見，均（i）符合證券法、交易法以及公共公司會計監督委員會規定的獨立注冊會計師的要求PCAOB股票今日最新狀況是什麼？）；（ii）符合證券法下S-X規則2-01規定之會計師資格相關要求；（iii）被PCAOB定義為已注冊之會計師事務所，其注冊未被暫停或撤銷，且未請求其注冊被撤回；並（iv）被《2002年修訂的薩班斯-奧克斯法》(Sarbanes-Oxley Act of 2002, as amended)第2(a)(12)條所定義之注冊公共會計師事務所。Sarbanes-Oxley法案並未違反薩班斯-奧克斯法案的審計師獨立要求。
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required。無論是公司還是其任何附屬公司，均未違反其組織文件中的憲章或章程、合夥協議或營運協議或類似組織文件（適用時），也未違約（或在通知或時間給予之後，將會違約）（“預設”）根據任何債券、貸款、信貸協議、票據、租約、許可協議、合同、特許經營權或其他工具（包括但不限於任何質押協議、抵押協議、抵押或其他證明、擔保、保證或涉及債務的工具或協議）而違反，或者（無論是公司或其任何附屬公司是其中一方，或會綁定公司或它們之一的任何財產或資產）對任何欠款構成違約（每個，一個“現有文件”），除了那些不會合理地預料到將導致實質不利變化的違約。公司對本協議的執行、交割和履行，以及根據本協議和登記聲明和招股書進行的交易以及發行和銷售股份（包括根據登記聲明和招股書中“籌款用途”標題下描述的股份銷售所得的使用）（i）已經獲得了所有必要的公司行動的正式授權，並不會導致違反公司或任何附屬公司的章程或章程、合夥協議或營運協議或類似組織文件（適用時）的條款，（ii）不會與或構成
9
違約，或違約或債務償還觸發事件（如下所定義），或導致根據任何現有工具對公司或其任何附屬公司的任何財產或資產投設置或課設任何留置權、抵押或其他沖銷情況，或要求任何其他方當事人的同意⤀任何現有工具，除了那些冲突、違反、違約或債務償還觸發事件或留置權、抵押或其他沖銷情況，將不可能單獨或合算地導致實質不利變化，以及（iii）不會違反適用於公司或其附屬公司的任何法律、行政法規或行政或法院判令，除了那些違反，這些違反不可能單獨或合算地導致實質不利變化。 公司執行、交付和履行本協議以及完成本協議和登記聲明和招股書所述的交易並發行和銷售股份所涉及的交易（包括在登記聲明和招股書中“款用途”標題下描述的資金用途〔II〕）不需要任何法院或其他政府或監管機構或機構的同意、批准、授權或其他命令，或進行登記或申報，FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
(t)
没有任何重大的行动或诉讼. Except as otherwise disclosed in the Registration Statement or the Prospectus, there is no action, suit, proceeding (including arbitration and mediation), inquiry, audit or investigation, whether civil, criminal or administrative, brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company or any of its subsidiaries, exists or, to the knowledge of the Company, is threatened or imminent.
(u)
Suppliers, Customers, Partners and Distributors. No supplier, customer, partner or distributor of the Company or any of its subsidiaries has notified the Company or any of its subsidiaries that it intends to discontinue or decrease the rate of business done with the Company or any of its subsidiaries, except where such discontinuation or decrease has not resulted in and could not reasonably be expected to result in a Material Adverse Change.
(v)
智慧財產權. Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the material inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement and the Prospectus as being owned or licensed by them or, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”) and, to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property owned or licensed by the Company has not been adjudged by a court of
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competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as described in the Registration Statement or the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and, to the Company’s knowledge, all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. To the Company’s knowledge, the Company and its subsidiaries have taken all commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term relating to Intellectual Property in any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant relating to any Intellectual Property to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office (the “美國專利及商標局”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents owned by, or exclusively licensed to, the Company or any subsidiary.
(w)
所有必要的許可證等. Except as otherwise disclosed in the Registration Statement and the Prospectus, the Company and each subsidiary possess such valid and current certificates, authorizations or permits required by state, federal or foreign regulatory agencies or
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bodies to conduct their respective businesses as currently conducted and as described in the Registration Statement or the Prospectus (“許可證”), except where failure to so possess would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries is in violation of, or in default under, any of the Permits or has received any notice of proceedings relating to the revocation or modification of, or non‑compliance with, any such certificate, authorization or permit, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.
(x)
標題轉換為屬性. Except as otherwise disclosed in the Registration Statement and the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 2(m) above or elsewhere in the Registration Statement or the Prospectus, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except where failure to have such title would not be expected, individually or in the aggregate, to result in a Material Adverse Change (provided that, for the avoidance of doubt, rights to Intellectual Property are addressed exclusively in Section 2(u) above). The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
(y)
稅法遵循. The Company and its subsidiaries have timely filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be timely paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined, except to the extent that failure to do so would not be expected to result in a Material Adverse Change.
(z)
公司並非「投資公司」。 公司在收取股份款項或根據《Use of Proceeds》在登記聲明或招股書中所述之後，不會被要求根據1940年修訂版的《投資公司法案》註冊為“投資公司”。”投資公司法”).
“危險物質”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “環境法律公司及其附屬公司擁有根據任何適用的環境法律所需的所有許可證、授權和批准，並且均符合其要求；對於與公司或其任何附屬公司有關的任何環境法律行政、監管或司法行動、訴訟、要求、需求函、索賠、留置權、違反通知、調查或程序均沒有未決事宜，或據公司所知，對公司或其任何附屬公司涉及任何有害物質或任何環境法律的事件或情況，可能合理預期將成為清理或整治命令的依據，或由任何私人方或政府機構提起的訴訟或程序.
臨床數據和監管合規性. The preclinical tests and clinical trials, and other studies (collectively, “studies”) that are described in, or the results of which are referred to in, the Registration Statement or the Prospectus were and, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific research procedures; each description of the results of such studies is accurate and complete in all material respects and fairly presents in all material respects the data derived from such studies, and the Company and its subsidiaries have no knowledge of any other studies the results of which are materially inconsistent with, or otherwise call into question in any material respect, the results described or referred to in the Registration Statement or the Prospectus; the Company and its subsidiaries have made all such filings and obtained all such approvals as required by the Food and Drug Administration of the U.S. Department of Health and Human Services or from any other U.S. or foreign government or drug regulatory agency, or health care facility Institutional Review Board (collectively, the “監管機構”) for the conduct of its business, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change; neither the Company nor any of its subsidiaries has received any written notice of, or correspondence from, any Regulatory Agency requiring the termination or suspension of any clinical trials that are described or referred to in the Registration Statement or the Prospectus; and the Company and its subsidiaries have each operated and currently are in compliance in all material respects with all applicable rules, regulations and policies of the Regulatory Agencies.
(pp)
制裁。 Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, after due inquiry, any agent, Affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC若果或美國國務院、聯合國安全理事會、歐盟、英國陛下的財政部，或其他相關制裁機構（統稱「Sanctions」；亦不是公司或其任何附屬公司位於、組織或居住的國家或地區受制裁對象，包括但不限於所謂的頓涅茨克人民共和國、所謂的盧甘斯克人民共和國、克里米亞地區以及烏克蘭扎波爾熱和赫爾松地區的非政府控制地區、古巴、伊朗、北韓和敘利亞；公司亦不會直接或間接使用本次發行的收益，或借出、投資或以其他方式提供該收益給任何附屬公司、任何合資夥伴或其他人員或實體，以資助或與任何當時為制裁對象的人員、國家或地區進行業務；在此融資時，可能導致任何人（包括任何參與該交易的人，無論是承銷人、顧問、投資者或其他）違反適用制裁條例的行為。過去十年來，該公司及其附屬公司並未知情地與任何在交易時為政治標的者或制裁對象者，或與受制裁對象的國家或地區在業務往來或交易上有任何接觸或交易。
(ii) 代理人的努力根據本協議中規定的條款和條件，在收到發行通知後，代理將盡合理商業努力，配合其正常的銷售和交易慣例，將股份置放，關於代理同意充當銷售代理人的股份，並根據發行通知中指明的信息，除非其中所述股份的出售根據本協議之條款已被暫停、取消或以其他方式終止。為避免疑慮，本協議各方可以隨時修改發行通知，前提是他們都書面同意任何該等修改。
費用. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Shares (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping
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and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Prospectus, any Free Writing Prospectus (as defined below) prepared by or on behalf of, used by, or referred to by the Company, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Agent, preparing and printing a “藍天調查” or memorandum and a “Canadian wrapper,” and any supplements thereto, advising the Agent of such qualifications, registrations, determinations and exemptions; (vii) the reasonable fees and disbursements of the Agent’s counsel, including the reasonable fees and expenses of counsel for the Agent in connection with, FINRA review, if any, and approval of the Agent’s participation in the offering and distribution of the Shares; (viii) the filing fees incident to FINRA review, if any; (ix) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and of the Agent and any such consultants, and the cost of any aircraft chartered in connection with the road show; and (x) the fees and expenses associated with listing the Shares on the Principal Market. The fees and disbursements of Agent’s counsel pursuant to subsections (vi) and (vii) above shall not exceed (A) $75,000 in connection with the establishment of the at the market offering program due upon execution of this Agreement, (B) $25,000 in connection with each Triggering Event Date (as defined below) on which the Company files with the Commission an annual report on Form 10-k (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed annual report on Form 10-K) and is required to provide a certificate pursuant to 第4(o)條款）和（C）$15,000，關於公司有義務根據第4(o)條款提供證書的每個觸發事件日期。
第4節
附加契約
The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:
(a)
交易所法案遵從. During the Agency Period, the Company shall (i) file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act; and (ii) either (A) include in its quarterly reports on Form 10-Q and its annual reports on Form 10-k, a summary detailing, for the relevant reporting period, (1) the number of Shares sold through the Agent pursuant to this Agreement and (2) the net proceeds received by the Company from such sales or (B) prepare a prospectus supplement containing, or include in such other filing permitted by the Securities Act or Exchange Act (each an “中期說明書補充資料）根據本第4條款，公司應至少每季度一次並根據證券法第424(b)條遞交相應的臨時招股說明書補充說明文件（並在證券法第424(b)條和第4300億條所要求的時間內遞交）。
自由書面招股說明書公司應於拟定提交或使用之時間合理前期，向代理商提供擬由公司或代表公司編制、使用或參考的每份擬定的自由書面方案或其任何修改或補充副本供審查，並經代理商同意後方可提交、使用或參考擬定的自由書面方案或其任何修改或補充，代理商的同意不得不合理拒絕、設定條件或延遲。公司應向代理商免費提供由公司或代表公司編制、使用的任何自由書面方案副本，代理商可合理要求任何數量的副本。如果在《證券法》要求交付招股書之時間（包括但不限於根據第173(d)條規定要求的任何時間）內發生了或發生了一個事件或發展，由於該事件或發展使得由公司或代表公司編制、使用或參考的任何自由書面方案與註冊申報書所包含的信息相沖突，或者將包含一個不實的重要信息陳述或遺漏或將遺漏一個重要信息陳述以致使該自由書面方案在該後續時間發生情況下，根据當時情況而言，讀者不至於誤解，公司應立即修訂或補充該等自由書面方案，以排除或纠正該沖突，或使該自由書面方案經修訂或補充後不包括不實的重要信息陳述，或遺漏一個重要信息陳述，使得該自由書面方案在該後續時間情況下，根据當時情況而言，讀者不至於誤解。 不過，前提是, that prior to amending or supplementing any such Free Writing Prospectus, the Company shall furnish to the Agent for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Free Writing Prospectus without the Agent’s consent, which shall not be unreasonably withheld, conditioned or delayed.
(g)
提交代理人自由書面招股說明書。. The Company shall not take any action that would result in the Agent or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a Free Writing Prospectus prepared by or on behalf of the Agent that the Agent otherwise would not have been required to file thereunder.
(h)
登記聲明書和說明書的副本. After the date of this Agreement through the last time that a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares, the Company agrees to furnish the Agent with copies (which may be electronic copies) of the Registration Statement and each amendment thereto (which may be electronic copies), and with copies of the Prospectus and each amendment or supplement thereto in the form in which it is filed with the Commission pursuant to the Securities Act or Rule 424(b) under the Securities Act, both in such quantities as the Agent may reasonably request from time to time; and, if the delivery of a
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prospectus is required under the Securities Act or under the blue sky or securities laws of any jurisdiction at any time on or prior to the applicable Settlement Date for any period set forth in an Issuance Notice in connection with the offering or sale of the Shares and if at such time any event has occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it is necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Agent and to request that the Agent suspend offers to sell Shares (and, if so notified, the Agent shall cease such offers as soon as practicable); and if the Company decides to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented, to advise the Agent promptly by telephone (with confirmation in writing) and to prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement or omission or effect such compliance; provided, however, that if during such same period the Agent is required to deliver a prospectus in respect of transactions in the Shares, the Company shall promptly prepare and file with the Commission such an amendment or supplement.
(B) the filing with the Commission of an annual report on Form 10-k or a quarterly report on Form 10-Q (including any Form 10-K/A or Form 10-Q/A containing amended financial information or a material amendment to the previously filed annual report on Form 10-k or quarterly report on Form 10-Q), in each case, of the Company; or
(C) the filing with the Commission of a current report on Form 8-k of the Company (i) containing amended financial information (other than information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-k or to provide disclosure pursuant to Item 8.01 of Form 8-k relating to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) and/or (ii) disclosing any material transaction requiring the filing of historical or pro forma financial statements under Item 9.01 of Form 8-k and subject to the guidance set forth in Section 2050.3 of the Financial Reporting Manual of the Commission which is material to the offering of securities of the Company in the Agent’s reasonable discretion;
（這樣的事件稱為“觸發事件日期”), the Company shall furnish the Agent (but in the case of clause (C) above only if the Agent reasonably determines that the information contained in such current report on Form 8-k of the Company is material) with a certificate as of the
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Triggering Event Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented, (A) confirming that the representations and warranties of the Company contained in this Agreement are true and correct, (B) confirming that the Company has performed all of its obligations hereunder to be performed on or prior to the date of such certificate and as to the matters set forth in 第5條(a)(iii)款 此。 第4(o)條 條款自動免除在無待發行通知或暫停生效時發生的任何觸發事件日期；該豁免將繼續，直到公司交付說明因此出售股份的日期（對於該行事曆季度將被視為觸發事件日期）和下一次發生的觸發事件日期之早一日。儘管前述，如果公司後來決定在暫停生效期間跟隨曾暫停生效且未向代理人提供本4(o)條證書的觸發事件日期後出售股份，則在公司交付股份出售說明或代理人根據此類說明出售任何股份之前，公司應向代理人提供符合本4(o)條的證書，其日期為發出股份出售指示的日期。
代理商的補償公司同意賠償並保護代理人、其主管和員工，以及在證券法或交易法含義下控制代理人的每個人，以防代理人或該等主管、員工或控制人可能根據證券法、交易法、其他聯邦或州法律或法規，或在股票提供或銷售的外國司法管轄區法律或法規，或按普通法或其他形式 (包括對任何訴訟內容的解決)，因此招致的損失、索賠、損傷、責任或費用，概括已發生的，在遵守上述法律或法規的損失、索賠、損害、責任或費用(或涉及的行動)，源於或基於以下情況：(i)註冊聲明書中一個不實陳述或被指稱的不實陳述的重要事實，也包括根據證券法規4300億條規定的信息，或是要求在其中陳述但未予陳述或需要使其中的陳述不具誤導性的重要事實，或從其中的遺漏或被指控遺留的重要事實；(ii)在公司已使用、參考或檔案的任何自由書面招股說明中不實陳述 或被指控的不實陳述事實，或根據證券法第433(d)條或招股說明規定 (包括任何修改或補充資料)的隱瞞或被指控的隱瞞的重要事實，在發布時審慎考慮情況後進行負面陳述，要針對造成該陳述的情況補充材料，以免其具有誤導性；(iii)代理人在關於或與本次發行有關的任何行為或未行為，或被指控的行為或未行為中，若涉及到任何由第(i)或(ii)條款中涵蓋或涉及的問題而引發的任何損失、索賠、損害、責任或訴訟行動，即提供一直是其一部分或指涉切As的任何行動，但前提是，公司在法院有決定指出，最終裁決認定該等損失、索賠、損害、責任或行動是在涉及從未采取過或沒有採取的行為或失誤中進行的虛偽或故意失誤所產生，並賠償代理人及每位主管、員工和控制人所涉及的任何及所有已記錄的費用(包括代理人選定的律師的合理及已記錄費用和支出)，其協同在研究、辯護、解決、妥協或支付該等損失、索賠、損害、責任、費用或行動中進行合理支出；但是，應理解此賠償協議不適用於任何損失、索賠、損害、責任或費用，只要是部分、但僅部分，出於依據及符合代理人明確提供給公司，特別用於註冊聲明書、任何該自由書面招股說明或招股說明(或其修改或補充資料)，應遵循和符合書面信息而產生的不實陳述或被指控的不實陳述或遺漏或被指稱遺漏，明白並同意，代理人向公司提供的唯一這樣的信息，就是招股說明中代理人的名稱。 在本授權書中設置的賠償協議如下所述。 第6(a)條款 shall be in addition to any liabilities that the Company may otherwise have.
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(b)
公司、董事和官員的賠償. The Agent agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), and which arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 4300億under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; but, for each of (i) and (ii) above, only to the extent arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that only such information furnished by the Agent to the Company consists of the information set forth in the first sentence of the ninth paragraph under the caption “Plan of Distribution” in the Prospectus, and to reimburse the Company and each such director, officer and controlling person for any and all documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company or such officer, director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this 第6(b)節 應該加上代理人或公司可能有的任何其他責任。
結算。根據本 第6條 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by 第6(c)條款 就此，賠償方同意，如未經賠償方書面同意，進行的任何解決程序在收到上述要求後超過三十（30）個日曆日後進行，且賠償方在該解決日期之前未按照該要求對賠償方進行賠償，則賠償方應對任何該解決所引起的責任負責。賠償方不得在沒有獲得賠償方事先書面同意的情況下，解決、妥協或同意在任何已在審理或威脅的行動、訴訟或程序中，賠償方是或本應是一方且可根據本法律向該賠償方尋求賠償，在該解決、妥協或同意包括對此類行動、訴訟或程序的主題所提出的所有索賠給予該賠償方無條件釋放。
(e)
貢獻. If the indemnification provided for in this 第6條 若因任何原因導致賠償方無法或無法足夠保證對任何損失、索賠、損害、責任或費用進行免責，則每個賠償方應按照適當反映公司與代理商享有的相對利益比例，向因前述損失、索賠、損害、責任或費用而支付或可支付的總額作出貢獻，如因此帶來的損失、索賠、損害、責任或費用；（i）在這些比例中分配不適用於適用法律，則按照有關的比例，適當反映公司一方與代理商一方就導致該損失、索賠、損害、責任或費用的聲明或遺漏之相對錯誤，以及任何其他相關的公平考慮。
(ii) In addition to the survival provision of 第七條第(b)(i)條款, the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Agent or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement.
第八節。
MISCELLANEOUS
(a)
新聞稿和披露. The Company may issue a press release describing the material terms of the transactions contemplated hereby promptly following the date of this Agreement, and may file with the Commission a Current Report on Form 8‑k, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act, other than disclosure related to entry into this Agreement or related to periodic sales pursuant to this Agreement as required to be included in any reports filed with the Commission pursuant to the Securities Act or Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.
部分強制力
. The invalidity or unenforceability of any Article, Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Article, Section, paragraph or provision hereof. If any Article, Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
管轄法律規定. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “指定法院”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.