Common use of Entire Agreement; Amendment; Severability Clause in Contracts

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable as written by a court of competent jurisdiction, then such provision will be given full force and effect to the fullest possible extent that it is valid, legal, and enforceable, and the remainder of the terms and provisions herein will be construed as if such invalid, illegal, or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Xxxxx-Xxxxxx, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the Agentcondition is meant to benefit. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent Ascendiant constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentAscendiant. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable as written by a court of competent jurisdiction, then such provision will be given full force and effect to the fullest possible extent that it is valid, legal, and enforceable, and the remainder of the terms and provisions herein will be construed as if such invalid, illegal, or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and together with that certain letter agreement between the Company Agent and the Agent Company dated as of the date hereof, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent Aegis constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentAegis. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable as written by a court of competent jurisdiction, then such provision will be given full force and effect to the fullest possible extent that it is valid, legal, and enforceable, and the remainder of the terms and provisions herein will be construed as if such invalid, illegal, or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Adviser and the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), ) and the non-disclosure and confidentiality agreement executed by and between Agent in contemplation of an offering of securities by the Company and (the Agent constitutes “Confidentiality Agreement”) constitute the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes and, taken together, supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices placement notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof; provided, that nothing herein shall be deemed to terminate or modify any ongoing or existing obligations arising under the underwriting agreements entered into by the Company, the Manager and thereofthe Agent prior to the date hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Manager and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the Agentother party pursuant to Section 13. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen; provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the Agentother party pursuant to Section 12. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company ) and the Agent constitutes non-disclosure and confidentiality agreement executed in contemplation of this Agreement (the “Confidentiality Agreement”) constitute the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes and, taken together, supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by together with that certain letter agreement between BRFBR and between the Company and dated as of the Agent date hereof, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentBRFBR. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the Agentother party pursuant to Section 12. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by together with any Terms Agreement and any other agreement entered into between the Company and Cowen in connection with the Agent offer and sale of Shares pursuant to this Agreement, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement Agreement, nor any Terms Agreement, nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentCowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement and any Terms Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the Agentother party. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and MLV (the Agent constitutes “Confidentiality Agreement”) and the letter agreement, dated as of the date hereof, by and between the Company and MLV, constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by ) and the letter agreement entered into as of the date of this Agreement between the Company Partnership Parties and the Agent Agents) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Partnership and the each Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership, the Agents, the Forward Purchasers and the AgentForward Sellers. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof, including the Original Sales Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with the Confidential Disclosure Agreement, dated December 13, 2010, by and between the Company and MLV (the Agent constitutes “Confidentiality Agreement”), constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent Agents constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable as written by a court of competent jurisdiction, then such provision will be given full force and effect to the fullest possible extent that it is valid, legal, and enforceable, and the remainder of the terms and provisions herein will be construed as if such invalid, illegal, or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither Except as provided in Section 12, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and XX Xxxxx; provided, that each party hereto may amend the Agentlist of individuals appearing under such party’s name on Schedule 2 by giving notice to the other party hereto. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by together with that certain letter agreement between HCW and between the Company and dated as of the Agent date hereof, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentHCW. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with the Confidential Disclosure Agreement, dated March 21, 2016, by and between the Company and Xxxxxxxxxx (the Agent constitutes “Confidentiality Agreement”), constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentXxxxxxxxxx. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and together with that certain letter agreement between the Company and the Agent constitutes dated the date hereof, constitute the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by together with that certain letter agreement between FBR and between the Company and dated as of the Agent date hereof, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentFBR. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by ) and any written agreements entered into between the Company Partnership and the Agent constitutes in connection with the execution of this Agreement and any Placement Notices issued pursuant hereto, constitute the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Partnership and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company ) and the Agent NDA (defined below) constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by ) and the letter agreement (entered into as of the date of this Agreement between the Company Partnership Parties and the Agent constitutes Agent) constitute the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Partnership and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Issuance Placement Notices and Forward Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Agents, the Forward Purchasers and the AgentForward Sellers. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and together with a certain engagement letter dated September 28, 2018 between the Company and the Agent (the “Engagement Letter”), constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by together with that certain letter agreement between Ladenburg and between the Company and dated as of the Agent date hereof, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentLadenburg. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and together with any letter agreement between the Company and the Agent (which, for all purposes hereunder, the Company and the Agent agree shall be deemed to expressly constitute a part of this Agreement)) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof(including, without limitation, any engagement letter or similar instrument). Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with the confidentiality agreement dated May 20, 2015 by and between the Company and the Agent Agent, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent MLV constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and ) together with the letter agreement entered into on or about the date hereof between the Company and the Agent Agent, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by together with that certain letter agreement between BRS and between the Company and dated as of the Agent date hereof, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentBRS. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof, and the parties agree that, the At Market Issuance Sales Agreement dated November 25, 2020 between the Company and the Agents has terminated in accordance with Section 13(c) thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof. The relevant parties hereto agree that the Sales Agreement, dated July 1, 2022, by and thereofbetween the Company and TD Securities (USA) LLC (fka Cxxxx and Company, LLC) is hereby terminated. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentTX Xxxxx. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and together with that certain engagement letter dated July 30, 2023, between the Company and the Agent constitutes Xxxxx-Xxxxxx, constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Xxxxx-Xxxxxx, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the Agentcondition is meant to benefit. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), the letter agreement dated August 3, 2022 entered into by and between the Company and the Sales Agent (including all schedules thereto) and any other writing entered into by the parties relating to this Agreement constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Sales Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Other than the February 2012 Sales Agreement (including all schedules and exhibits attached thereto and Placement Notices (as defined therein) issued pursuant thereto, all of which shall remain in full force and effect pursuant to their terms), this Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among between the parties hereto Parties with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by each of the Company and the AgentParties. In the event that any one or more of the terms or provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such term or provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will hereof shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties Parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and together with that certain Confidential Disclosure Agreement between the Company and MLV dated July 29, 2011 (the Agent constitutes “NDA”), constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof. Moreover, the Company and thereofMLV agree that all exchanges of information hereunder shall be governed by the terms of the NDA. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and ) together with the side letter agreement between the Company and FBR dated the Agent date hereof, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentFBR. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentCowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement. In connection with this Agreement, the Company and the Agent hereby agree that this Agreement supersedes and replaces that certain Sales Agreement by and between the Company and Agent, dated as of February 27, 2020, as amended (the “2020 Sales Agreement”), provided that Section 7(g), Section 9, Section 10, Section 16 and Section 17 of the 2020 Sales Agreement shall remain in full force and effect.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and ) together with the letter agreement entered into on or about the date hereof between the Company and the Agent Distribution Agents, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and each of the AgentDistribution Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Other than the November 2014 Sales Agreement (including all schedules and exhibits attached thereto and Placement Notices (as defined therein) issued pursuant thereto, all of which shall remain in full force and effect pursuant to their terms), this Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among between the parties hereto Parties with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by each of the Company and the AgentParties. In the event that any one or more of the terms or provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such term or provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will hereof shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties Parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither Except as provided in Section 13, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), and that certain letter agreement by and between the Company and parties dated as of the Agent date hereof) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with the Confidential Disclosure Agreement, dated December 13, 2010, by and between the Company and MLV (the Agent constitutes “Confidentiality Agreement”) and side letter dated May 9, 2014, constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof; provided, however, that the Engagement Agreement, dated July 10, 2019, between the Company and thereofthe Agent shall remain in full force and effect. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent Agents constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. , including that certain At the Market Issuance Sales Agreement between the Company and Ascendiant Capital Markets, LLC, dated February 19, 2021, is mutually terminated on the effective date of this Agreement.. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable as written by a court of competent jurisdiction, then such provision will be given full force and effect to the fullest possible extent that it is valid, legal, and enforceable, and the remainder of the terms and provisions herein will be construed as if such invalid, illegal, or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof; provided that the Engagement Letter between the Company and thereofthe Agent dated as of August 26, 2022 remains in effect. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by ) and any letter agreement relating to the offering and sale of the Placement Shares entered into as of the date of this Agreement between the Company and the Agent constitutes constitute the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent WDCO constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentWDCO. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable as written by a court of competent jurisdiction, then such provision will be given full force and effect to the fullest possible extent that it is valid, legal, and enforceable, and the remainder of the terms and provisions herein will be construed as if such invalid, illegal, or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with the Confidential Disclosure Agreement, dated November 10, 2010, by and between the Company and MLV (the Agent constitutes “Confidentiality Agreement”) and the letter agreement, dated as of the date hereof, by and between the Company and MLV, constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof; provided that the Engagement Letter between the Company and thereofthe Agent dated as of September 23, 2020 remains in effect. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent Agents constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. , including that certain At the Market Issuance Sales Agreement between the Company and Ascendiant Capital Markets, LLC, dated June 21, 2021, is mutually terminated on the effective date of this Agreement.. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable as written by a court of competent jurisdiction, then such provision will be given full force and effect to the fullest possible extent that it is valid, legal, and enforceable, and the remainder of the terms and provisions herein will be construed as if such invalid, illegal, or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and together with that certain side letter agreement between the Company and the Agent constitutes Agents dated the date hereof and together with that certain confidential disclosure agreement between the Company and the Agents dated July 7, 2017, constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Other than the September 2011 Sales Agreement (including all schedules and exhibits attached thereto and Placement Notices (as defined therein) issued pursuant thereto, all of which shall remain in full force and effect pursuant to their terms), this Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among between the parties hereto Parties with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by each of the Company and the AgentParties. In the event that any one or more of the terms or provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such term or provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will hereof shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties Parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company ) and the Agent Confidentiality Agreement (defined below) constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), as supplemented or otherwise modified by and between the Company and letter agreement dated as of the Agent constitutes date hereof constitute the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Other than the April 2017 Sales Agreement (including all schedules and exhibits attached thereto and Placement Notices (as defined therein) issued pursuant thereto, all of which shall remain in full force and effect pursuant to their terms), this Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among between the parties hereto Parties with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by each of the Company and the AgentParties. In the event that any one or more of the terms or provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such term or provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will hereof shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties Parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Other than the September 2010 Sales Agreement (which shall remain in full force and effect pursuant to its terms), this Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among between the parties hereto Parties with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by each of the Company and the AgentParties. In the event that any one or more of the terms or provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such term or provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will hereof shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties Parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and HCW, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the Agentother party pursuant to Section 13. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Other than the Controlled Equity OfferingSM Sales Agreement, dated June 2, 2010, between the Company and CF&Co (which shall remain in full force and effect pursuant to its terms), this Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto Parties with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by each of the Company and the AgentParties. In the event that any one or more of the terms or provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such term or provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will hereof shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties Parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and ) together with the side letter agreement between the Company and MLV dated the Agent date hereof, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof, including, for the avoidance of doubt, that certain sales agreement, dated December 31, 2020, between the parties hereto and thereofall related agreements. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentCowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and together with that certain side letter agreement between the Company and MLV dated the Agent date hereof, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cxxxx-Xxxxxx, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the Agentcondition is meant to benefit. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof. In addition, the parties agree that the At Market Issuance Sales Agreement and thereofletter agreement between the Agent and the Company, each dated as of December 10, 2019, shall be terminated effective upon the execution of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices placement notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof; provided, that nothing herein shall be deemed to terminate or modify any ongoing or existing obligations arising under the underwriting agreements entered into by the Company and thereofthe Agent prior to the date hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof; provided, that nothing herein shall be deemed to terminate or modify any existing obligations arising under the underwriting agreements entered into by the Company, the Operating Partnership and thereofeach Distribution Agent prior to the date hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership and the each Distribution Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof; provided, however, notwithstanding anything herein to the contrary, the letter agreement, dated June 2, 2023, by and between the Corporation and the U.S. Agent shall terminate (except with respect to any ongoing obligations with respect to Section 2 thereof) upon the consummation of the first Placement hereunder in accordance with the terms hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Corporation and the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegalillegal or unenforceable, or unenforceable as written by a court the validity, legality and enforceability of competent jurisdiction, then any such provision will be given full force in every other respect and effect to the fullest possible extent that it is valid, legal, and enforceable, and the remainder of the terms and remaining provisions contained herein will shall not be construed as if such invalid, illegal, affected or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will be in accordance with the intent of the parties as reflected in this Agreementimpaired thereby.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof. Notwithstanding the foregoing, that certain Confidentiality Agreement dated by and thereofbetween MLV and the Company (the “Confidentiality Agreement”) shall remain in full force and effect and is hereby confirmed. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither Except as provided in Section 13, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentAgents, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and together with the side letter agreement between the Company and MLV dated the Agent date hereof, constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof. The Company and thereofMLV agree that all exchanges of information hereunder shall be governed by the terms of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), ) and any other writing entered into by and between the Company and the Agent parties relating to this Agreement constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Sales Agent; provided, that each party hereto may amend the list of individuals appearing under such party’s name on Schedule 2 by giving notice to the other party hereto. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof. The Company and thereofCowen agree that the Sales Agreement dated July 2, 2021, by and between the Company and Cowen is hereby terminated. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentCowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Parent and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices placement notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof; provided, that nothing herein shall be deemed to terminate or modify any ongoing or existing obligations arising under the underwriting agreements entered into by the Company, the Manager and thereofLadenburg prior to the date hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Manager and both of the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto)) together with that certain engagement letter dated June 9, by and 2020 between the Company and the Agent (the “Engagement Letter”), constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent; provided, however, that each of the Company and the Agent may amend the list of their respective individual representatives set forth on Schedule 3 by notice to the other, which will not be considered an amendment to this Agreement for purposes hereof. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), ) and any other writing entered into by and between the Company and the Agent parties relating to this Agreement constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor the Side Letter, nor any term hereof or thereof may be amended except pursuant to a written instrument executed by the Company and the Sales Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by ) and the letter agreement entered into as of the date of this Agreement between the Company Partnership Parties and the Agent constitutes MLV constitute the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Partnership Parties and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by ) supersedes the Prior Sales Agreements and between the Company and the Agent constitutes the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by ) and any written agreements entered into between the Company Partnership and BRFBR in connection with the Agent constitutes execution of this Agreement and any Placement Notices issued pursuant hereto constitute the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Partnership Parties and the AgentBRFBR. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with the Confidential Disclosure Agreement, dated February 15, 2013, by and between the Company and MLV (the Agent constitutes "Confidentiality Agreement"), constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices placement notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof hereof; provided, that nothing herein shall be deemed to terminate or modify any ongoing or existing obligations arising under the underwriting agreements entered into by the Company, the Manager and thereofany of the Agents prior to the date hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Manager and each of the AgentAgents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and hereto, Placement Notices issued pursuant hereto), and that certain Unilateral Confidential Disclosure Agreement, dated as of April 3, 2015, by and between the Company and the Agent Agent) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and ) together with the letter agreement entered into on or about the date hereof between the Company and the Agent Agent, constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement and the NDA (as defined below) (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent constitutes ) constitute the entire agreement of the parties respecting with respect to the subject matter hereof and thereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and RBCCM, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the Agentother party pursuant to Section 12. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written Active\1608832827.6 instrument executed by the Company and XX Xxxxx; provided, that each party hereto may amend the Agentlist of individuals appearing under such party’s name on Schedule 2 by giving notice to the other party hereto. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices and Terms Agreements issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto Parties with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof or any Terms Agreement may be amended except pursuant to a written instrument executed by the Company Company, Agent, the Forward Seller and the AgentForward Purchaser. In the event that any one or more of the terms or provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties Parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership and the AgentAdministrative Sales Agents; provided, however, that no amendment that imposes additional liabilities or obligations on any Sales Agent shall be effective as to such Sales Agent unless it agrees to the amendment in writing. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof, including the Sales Agreement dated May 11, 2017 between the parties hereto, which Sales Agreement the parties hereto agree is terminated by the entering into of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentCowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Other than the December 2012 Sales Agreement (including all schedules and exhibits attached thereto and Placement Notices (as defined therein) issued pursuant thereto, all of which shall remain in full force and effect pursuant to their terms), this Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among between the parties hereto Parties with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by each of the Company and the AgentParties. In the event that any one or more of the terms or provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such term or provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will hereof shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties Parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto Parties with regard to the subject matter hereof hereof, including that certain Term Sheet by and thereofbetween the Parties, dated April 7, 2017. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentBTIG. In the event that any one or more of the terms or provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such term or provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties Parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement. Notwithstanding anything herein to the contrary, the letter agreement, dated June 5, 2023, by and between the Company and the Agent shall continue to be effective and the terms therein shall continue to survive and be enforceable by the Agent in accordance with its terms, provided that, in the event of a conflict between the terms of the letter agreement and this Agreement, the terms of this Agreement shall prevail.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and the Agent ) constitutes the entire agreement of the parties respecting the subject matter hereof and thereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof and thereofhereof, including the Sales Agreement dated May 3, 2017 between the parties hereto, which Sales Agreement the parties hereto agree is terminated by entering into this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the AgentCowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, illegal or unenforceable as written by a court of competent jurisdiction, then such provision will shall be given full force and effect to the fullest possible extent that it is valid, legal, legal and enforceable, and the remainder of the terms and provisions herein will shall be construed as if such invalid, illegal, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof will shall be in accordance with the intent of the parties as reflected in this Agreement.