Common use of Agency Transactions Clause in Contracts

Agency Transactions. Each time that the Company wishes to issue and sell Agency Placement Shares hereunder through ▇. ▇▇▇▇▇, acting as agent (each such transaction, an “Agency Transaction”), it will notify ▇. ▇▇▇▇▇ by electronic mail (or other method mutually agreed to in writing by the parties) of the number of Agency Placement Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Agency Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (an “Agency Placement Notice”), the form of which is attached hereto as Schedule 1. The Agency Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from ▇. ▇▇▇▇▇ set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Agency Placement Notice shall be effective immediately upon receipt by ▇. ▇▇▇▇▇ unless and until (i) ▇. ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Agency Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Agency Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to ▇. ▇▇▇▇▇ in connection with the sale of the Agency Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor ▇. ▇▇▇▇▇ will have any obligation whatsoever with respect to any Agency Placement Shares unless and until the Company delivers an Agency Placement Notice to ▇. ▇▇▇▇▇ and ▇. ▇▇▇▇▇ does not decline such Agency Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of an Agency Placement Notice, the terms of the Agency Placement Notice will control.

Agency Transactions. Each time that the Company wishes to issue and sell Agency Placement Shares hereunder through ▇. ▇▇▇▇▇Northland, acting as agent (each such transaction, an “Agency Transaction”), it will notify ▇. ▇▇▇▇▇ Northland by electronic mail (or other method mutually agreed to in writing by the parties) of the number of Agency Placement Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Agency Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (an “Agency Placement Notice”), the form of which is attached hereto as Schedule 1. The Agency Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from ▇. ▇▇▇▇▇ Northland set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Agency Placement Notice shall be effective immediately upon receipt by ▇. ▇▇▇▇▇ Northland unless and until (i) ▇. ▇▇▇▇▇ Northland declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Agency Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Agency Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to ▇. ▇▇▇▇▇ Northland in connection with the sale of the Agency Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor ▇. ▇▇▇▇▇ Northland will have any obligation whatsoever with respect to any Agency Placement Shares unless and until the Company delivers an Agency Placement Notice to ▇. ▇▇▇▇▇ Northland and ▇. ▇▇▇▇▇ Northland does not decline such Agency Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of an Agency Placement Notice, the terms of the Agency Placement Notice will control.

Agency Transactions. Each time that the Company wishes to issue and sell Agency Placement Shares hereunder through ▇. ▇▇▇▇▇, acting as agent (each such transaction, an “Agency Transaction”), it will notify ▇. ▇▇▇▇▇ by electronic mail (or other method mutually agreed to in writing by the parties) of the number or aggregate dollar value of Agency Placement Shares Shares, or a percentage of the average daily trading volume of the Ordinary Shares, to be sold, the time period during which sales are requested to be made, any limitation on the number of Agency Placement Shares that may be sold in any one day Trading Day and any minimum price below which sales may not be made (an “Agency Placement Notice”), the form of which is attached hereto as Schedule 1. The Agency Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from ▇. ▇▇▇▇▇ set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Agency Placement Notice shall be effective immediately upon receipt by ▇. ▇▇▇▇▇ unless and until (i) ▇. ▇▇▇▇▇ declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Agency Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Agency Placement Notice, which suspension and termination rights may be exercised by the Company at any time in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to ▇. ▇▇▇▇▇ in connection with the sale of the Agency Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor ▇. ▇▇▇▇▇ will have any obligation whatsoever with respect to any Agency Placement Shares unless and until the Company delivers an Agency Placement Notice to ▇. ▇▇▇▇▇ and ▇. ▇▇▇▇▇ does not decline such Agency Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of an Agency Placement Notice, the terms of the Agency Placement Notice will control.

Agency Transactions. Each time that the Company wishes to issue and sell Agency Placement Shares Securities through Ladenburg, as sales agent, hereunder through ▇. ▇▇▇▇▇, acting as agent (each such transactioneach, an “Agency Transaction”), it will notify ▇. ▇▇▇▇▇ Ladenburg by electronic mail email notice (or other method mutually agreed to in writing by the parties) of containing the number of Agency Placement Shares parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the maximum number of Securities to be issued, the time period during which such sales are requested to be made, any limitation on the number of Agency Placement Shares that may be sold in any one day made and any minimum price of such Common Securities or Preferred Securities, as the case may be, below which sales may not be made (an a “Agency Placement Notice”), the a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Agency Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule)Exhibit B, and shall be addressed to each of the individuals from ▇. ▇▇▇▇▇ Ladenburg set forth on Schedule 3Exhibit B, as such Schedule 3 Exhibit B may be amended from time to time. The Agency If Ladenburg wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Ladenburg will, prior to 8:30 a.m., Eastern Time, on the Business Day (as defined below) following the Business Day on which such Placement Notice is delivered to Ladenburg, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Ladenburg set forth on Exhibit B setting forth such acceptance or, in the alternative, such other terms that Ladenburg is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Ladenburg until the Company delivers to Ladenburg an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Ladenburg set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective immediately upon receipt by ▇. ▇▇▇▇▇ the Company of Ladenburg’s acceptance of the terms of the Placement Notice or upon receipt by Ladenburg of the Company’s Acceptance, as the case may be, unless and until (i) ▇. ▇▇▇▇▇ declines the entire amount of the Securities which the Company requested Ladenburg to accept sell in such Placement Notice have been sold, (ii) the terms contained therein for Company terminates the Placement Notice in writing (including via email) at any reason, time and in its sole discretion, (ii) the entire amount of the Agency Placement Shares thereunder has been sold, (iii) the Company suspends or terminates issues a subsequent Placement Notice with parameters expressly superseding those on the Agency earlier dated Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 1312 or (v) either party shall have suspended the sale of the Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to ▇. ▇▇▇▇▇ Ladenburg in connection with the sale of the Securities in an Agency Placement Shares Transaction shall be calculated in accordance with the terms set forth in Schedule 2. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor ▇. ▇▇▇▇▇ Ladenburg will have any obligation whatsoever with respect to an Agency Transaction or any Agency Placement Shares Securities unless and until the Company delivers an Agency a Placement Notice to ▇. ▇▇▇▇▇ Ladenburg and ▇. ▇▇▇▇▇ does not decline either (i) Ladenburg accepts the terms of such Agency Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In in the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of an Agency Placement Notice, the terms of the Agency Placement Notice will control.(as amended by the corresponding Acceptance,

Agency Transactions. Each time that the Company wishes to issue and sell Agency Placement Shares Securities hereunder through ▇. ▇▇▇▇▇an Agent (the “Designated Agent”), acting as agent (each such transaction, an “Agency Transaction”), it will notify ▇. ▇▇▇▇▇ the Designated Agent by electronic mail (or other method mutually agreed to in writing by the parties) of the number of Agency Placement Shares Securities to be sold, the time period during which sales are requested to be made, any limitation on the number of Agency Placement Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (an “Agency Placement Notice”), the form of which is attached hereto as Schedule 1. The Agency Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from ▇. ▇▇▇▇▇ the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Agency Placement Notice shall be effective immediately upon receipt by ▇. ▇▇▇▇▇ the Designated Agent unless and until (i) ▇. ▇▇▇▇▇ the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Agency Placement Shares Securities thereunder has been sold, (iii) the Company suspends or terminates the Agency Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to ▇. ▇▇▇▇▇ the Designated Agent in connection with the sale of the Agency Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor ▇. ▇▇▇▇▇ the Designated Agent will have any obligation whatsoever with respect to any Agency Placement Shares Securities unless and until the Company delivers an Agency Placement Notice to ▇. ▇▇▇▇▇ the Designated Agent and ▇. ▇▇▇▇▇ the Designated Agent does not decline such Agency Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of an Agency Placement Notice, the terms of the Agency Placement Notice will control.

Agency Transactions. Each On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and BMOCM agree that the Company may issue and sell through BMOCM, as sales agent for the Company, the Class A Common Shares (an “Agency Transaction”) as follows: (i) The Company may, from time to time, propose to BMOCM the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail in a form substantially similar to Exhibit A hereto (an “Agency Transaction Notice”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an “Authorized Company Representative”), such proposal to include: the trading day(s) for the New York Stock Exchange (the “Exchange”) (which may not be a day on which the Exchange is scheduled to close prior to its regular weekday closing time) on which the Class A Common Shares are to be sold (each, a “Trading Day”); the maximum number of Class A Common Shares that the Company wishes to issue sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell the Class A Common Shares (the “Floor Price”). (ii) If such proposed terms for an Agency Placement Transaction are acceptable to BMOCM, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. (iii) Subject to the terms and conditions hereof, BMOCM shall use its commercially reasonable efforts to sell all of the Class A Common Shares hereunder through ▇designated in, and subject to the terms of, such Agency Transaction Notice. ▇▇▇▇▇BMOCM shall not sell any Share at a price lower than the applicable Floor Price. The Company acknowledges and agrees with BMOCM that (x) there can be no assurance that BMOCM will be successful in selling all or any of such Class A Common Shares, (y) BMOCM shall incur no liability or obligation to the Company or any other person or entity if it does not sell any Class A Common Shares for any reason and (z) BMOCM shall be under no obligation to purchase any Class A Common Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Company, acting through an Authorized Company Representative, or BMOCM may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of the Class A Common Shares; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Class A Common Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Class A Common Shares shall be sold on more than one Trading Day, then the Company and BMOCM shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) BMOCM, as sales agent in an Agency Transaction, shall not make any sales of the Class A Common Shares on behalf of the Company, pursuant to this Agreement, other than (each such transaction, x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “Agency Transaction”), it will notify ▇. ▇▇▇▇▇ by electronic mail (or other method mutually agreed to in writing by at the partiesmarket offering” under Rule 415(a)(4) of the number of Agency Placement Shares to be sold, the time period during which Rules and Regulations and (y) such other sales are requested to be made, any limitation on the number of Agency Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (an “Agency Placement Notice”), the form of which is attached hereto as Schedule 1. The Agency Placement Notice shall originate from any of the individuals from Class A Common Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and BMOCM in writing. (vii) The compensation to BMOCM for sales of the Class A Common Shares in an Agency Transaction with respect to which BMOCM acts as sales agent hereunder shall be as set forth on Schedule 3 (with a copy 4 hereto. BMOCM shall provide written confirmation to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from ▇. ▇▇▇▇▇ set forth on Schedule 3, as such Schedule 3 (which may be amended from time provided by email to time. The an Authorized Company Representative) following the close of trading on the Exchange on each Trading Day on which Class A Common Shares are sold in an Agency Placement Notice shall be effective immediately upon receipt by ▇. ▇▇▇▇▇ unless and until Transaction under this Agreement, setting forth (i) ▇. ▇▇▇▇▇ declines to accept the terms contained therein for any reason, in its sole discretionnumber of Class A Common Shares sold on such Trading Day, (ii) the entire amount of the Agency Placement Shares thereunder has been soldgross offering proceeds received from such sales, (iii) the Company suspends or terminates the Agency Placement Notice, which suspension and termination rights may be exercised commission payable by the Company in its sole discretion, or to BMOCM with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Class A Common Shares in an Agency Transaction pursuant to this Agreement has been terminated under shall occur on the provisions second Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Class A Common Shares sold through BMOCM in Agency Transactions for settlement on such date shall be issued and delivered by the Company to BMOCM against payment by BMOCM to the Company of Section 13the Net Offering Proceeds from the sale of such Class A Common Shares. Settlement for all such Class A Common Shares shall be effected by free delivery of the Class A Common Shares by the Company or its transfer agent to BMOCM’s or its designee’s account (provided that BMOCM shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at The amount Depository Trust Company or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Class A Common Shares on any discountAgency Settlement Date, commission the Company shall (i) hold BMOCM harmless against any loss, claim, damage or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay BMOCM any commission, discount or other compensation to which it would otherwise be paid by the Company to ▇. ▇▇▇▇▇ in connection with the sale of the Agency Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor ▇. ▇▇▇▇▇ will have any obligation whatsoever with respect to any Agency Placement Shares unless and until the Company delivers an Agency Placement Notice to ▇. ▇▇▇▇▇ and ▇. ▇▇▇▇▇ does not decline entitled absent such Agency Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of an Agency Placement Notice, the terms of the Agency Placement Notice will controldefault.