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 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 Ascendiant. 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 Agent and the Company and Ascendiant 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 Ascendiantthe 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 Ascendiant 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 AscendiantAegis. 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 Ascendiant ) 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 Ascendiantthe 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 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 Ascendiant Cowen in connection with the 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 AscendiantCowen. 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 non-disclosure and Ascendiant constitutes 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 AscendiantMLV. 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 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 thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and AscendiantCowen, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the other 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 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 thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and AscendiantCowen; provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the other 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 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 thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and AscendiantCowen, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the other 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 together with that certain letter agreement between BRFBR and between the Company and Ascendiant 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 AscendiantBRFBR. 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 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 thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and AscendiantCowen, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the other 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 together with a certain engagement letter dated September 28, 2018 between the Company and Ascendiant 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 Ascendiantthe 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 written agreements entered into between the Company Partnership and Ascendiant constitutes the Agent 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 Ascendiantthe 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 Ascendiant the 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 Ascendianteach 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 Ascendiant the 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 Ascendiantthe 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, 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 together with that certain letter agreement between HCW and between the Company and Ascendiant 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 AscendiantHCW. 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 Ascendiant 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 AscendiantMLV. 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 Ascendiant ) 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 Ascendiantthe 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 Ascendiant 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 AscendiantLadenburg. 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 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 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 Ascendiantthe Forward 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 together with that certain letter agreement between FBR and between the Company and Ascendiant 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 AscendiantFBR. 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 Ascendiant constitutes the 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 Ascendiantthe 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 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 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 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 AscendiantParties. 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 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 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 Ascendiantthe 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 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 Ascendiant 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 Ascendiantthe 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 Ascendiant 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 Ascendiantthe 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 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 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 AscendiantCowen. 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 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 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 Ascendiantthe Agents. 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 Ascendiant 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 AscendiantMLV. 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 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 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 AscendiantParties. 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 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 thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and AscendiantRBCCM, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the other 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 ) together with the letter agreement entered into on or about the date hereof between the Company and Ascendiant the 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 Ascendianteach of the Distribution 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 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 Ascendiant 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 AscendiantMLV. 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 Ascendiant 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 Ascendiantthe 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 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 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 Ascendiantthe 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 Ascendiant 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 AscendiantMLV. 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 Ascendiant 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 Ascendiantthe 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 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 Ascendiant 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 AscendiantBRS. 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 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 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 Ascendiantthe Forward 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), ) and any other writing entered into by and between the Company and Ascendiant 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 Ascendiantthe 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 between the Company and 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 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 Ascendiantthe 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 Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by and between the Company and 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 thereofhereof, including the Sales Agreement dated November 4, 2020, as amended April 29, 2021, 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 AscendiantCowen. 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 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 thereofhereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and AscendiantHCW, provided, however, that Schedule 2 attached hereto may be amended by either party upon written notice to the other 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 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 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 Ascendiantthe 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 Ascendiant 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 Ascendiantthe 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 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 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 Ascendianteach of the 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 Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), by ) and between the Company and Ascendiant 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 AscendiantMLV. 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 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 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 AscendiantCowen. 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 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 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 Ascendiantthe 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 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 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 AscendiantBTIG. 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 Ascendiant 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 AscendiantWDCO. 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 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 thereofhereof, including the Sales Agreement dated August 9, 2023 between certain of the parties hereto, which Sales Agreement 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 Ascendiantthe Sales 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. 16.