Common use of Issuance and Sale of Placement Shares Clause in Contracts

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares American Depositary Shares (the “Placement SharesADSs”), each representing one (1) of the Company’s common stockordinary shares, par nominal value $0.0001 £0.10 per share (the “Common StockOrdinary Shares”), having an aggregate offering price of up to $150,000,000100,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number or dollar amount of shares of Common Stock ADSs issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock ADSs through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockADSs. The Registration Statement is an ADSs are to be issued pursuant to that certain deposit agreement (the “automatic shelf registration statement” Deposit Agreement”), dated as of November 2, 2018, among the Company, Citibank, N.A. as depositary (as defined in Rule 405) the “Depositary”), and the Placement Shares (as defined below) have been holders and remain eligible for registration by beneficial owners from time to time of the Company on such automatic shelf registration statementADSs. Each ADS will represent the right to receive one Ordinary Share deposited pursuant to the Deposit Agreement. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3F-3ASR (File No. 333-234439), which was subsequently converted to an automatic shelf registration statement on Form S-3ASR pursuant to an immediately effective Post-Effective Amendment on the date hereof (the “Post-Effective Amendment”), including a base prospectus, relating to certain securities, including the Common StockADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus prospectus, both of which are included as part of such registration statement. The Company shall furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes and the Post-Effective Amendment became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission as part of the Registration Statement or pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” The Company has filed with the Commission a registration statement on Form F-6, as amended (File No. 333-227905) relating to the ADSs. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act is called the “F-6 Registration Statement.” Any reference herein to the Registration Statement, the F-6 Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System system (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-199392), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating supplement to the Placement Shares (the “ATM Prospectus”) to the base prospectus Base Prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares up to an aggregate value of $125,000,000 (the “Placement SharesMaximum Amount”), of shares of (a) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to and/or (b) the Company's 6.45% Series D Preferred Stock, par value $150,000,0000.01 per share (the “Series D Preferred Stock” and, together with the Common Stock, the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockand sell Placement Shares pursuant to this Agreement. The Registration Statement is an Company and the Operating Partnership are entering into a sales agreement, dated August 2, 2016, with each of Xxxxxx X. Xxxxx & Co. Incorporated, Canaccord Genuity Inc., Deutsche Bank Securities Inc., Xxxxxxxxx LLC, KeyBanc Capital Markets Inc., Xxxxxxx Xxxxx & Associates Inc. and RBC Capital Markets, LLC (collectively, the “automatic shelf registration statement” Other Sales Agreements”) with additional sales agents (as defined in Rule 405collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Placement Shares (on the terms to be set forth in the Other Sales Agreements. The Agent and the Alternative Agents are collectively referred to herein as defined below) have been the “Agents.” This Agreement and remain eligible for registration by the Company on such automatic shelf registration statementOther Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate offering price of Placement Shares that may be sold pursuant to the Sales Agreements shall not exceed the Maximum Amount. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-212118), including a base prospectus, relating to certain securities, including the Common Stock and preferred stock of the Company, $0.01 par value per share (the “Preferred Stock”), to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock or Preferred Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowenor to HCW, acting as sales agent and/or or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.0001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through or to HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the dollar amount limitations set forth in General Instruction I.B.6 of Form S-3, if applicable (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen or to HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-249273), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).​ ​

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowenor to HCW, acting as sales agent and/or or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.0001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through or to HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the dollar amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen or to HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-228149), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statementstatement(s), and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agents, each acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,000100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agents shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen will the Agents shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the sell Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementpursuant to this Agreement. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company and the Operating Partnership have filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (Nos. 333-257802 and 333-257802-01), including a base prospectus, relating to certain securities, including the Common Stock, to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agents, for use by Cowenthe Agents, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenHCW, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), having an aggregate provided however, that in no event shall the Company issue or sell through or to HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) if applicable, would cause the Company to $150,000,000exceed the dollar amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333- 225685), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish has furnished to CowenHCW, for use by CowenHCW, copies of the prospectus included Prospectus (as part of such registration statement, as supplemented by the Prospectus Supplement, if any, defined below) relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a the Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)Commission, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The As soon as practicable following the date that such registration statement is declared effective, the Company shall will furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such base prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Placement Shares, any reference in this Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,00075,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-255129), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anySupplement or any additional prospectus supplement, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement and/or additional prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to an aggregate of shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,00075,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen that the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is Company has also entered into separate at market issuance sales agreements, each dated as of even date herewith (the “Alternative Sales Agreements”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreements, issue and sell through or to Xxxxxx X. Xxxxx & Co. Incorporated, Deutsche Bank Securities Inc., MLV & Co. LLC, or RBC Capital Markets, LLC (each, an “automatic shelf registration statement” (Alternative Agent”), as defined in Rule 405) sales agent and/or principal, shares of Common Stock having a maximum aggregate offering price of up to $75,000,000. The aggregate offering price of shares of Common Stock that may be sold pursuant to this Agreement and the Placement Shares (as defined below) have been and remain eligible for registration by Alternative Sales Agreements shall not exceed the Company on such automatic shelf registration statementMaximum Amount. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement Registration Statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”No. 333-179828), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).including

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company has filed or shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3, including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shallwill, if necessary, prepare a prospectus supplement to the Base Prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,000125,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the sell Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementpursuant to this Agreement. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-187624), including a base prospectus, relating to certain securities, including the Common StockPlacement Shares, to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares up to an aggregate value of $125,000,000 (the “Placement SharesMaximum Amount”), of shares of (a) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to and/or (b) the Company's 6.45% Series D Preferred Stock, par value $150,000,0000.01 per share (the “Series D Preferred Stock” and, together with the Common Stock, the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockand sell Placement Shares pursuant to this Agreement. The Registration Statement is an Company and the Operating Partnership are entering into a sales agreement, dated August 2, 2016, with each of Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Deutsche Bank Securities Inc., Xxxxxxxxx LLC, KeyBanc Capital Markets Inc., Xxxxxxx Xxxxx & Associates and Inc. and RBC Capital Markets, LLC (collectively, the “automatic shelf registration statement” Other Sales Agreements”) with additional sales agents (as defined in Rule 405collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Placement Shares (on the terms to be set forth in the Other Sales Agreements. The Agent and the Alternative Agents are collectively referred to herein as defined below) have been the “Agents.” This Agreement and remain eligible for registration by the Company on such automatic shelf registration statementOther Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate offering price of Placement Shares that may be sold pursuant to the Sales Agreements shall not exceed the Maximum Amount. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-212118), including a base prospectus, relating to certain securities, including the Common Stock and preferred stock of the Company, $0.01 par value per share (the “Preferred Stock”), to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock or Preferred Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares up to an aggregate value of $125,000,000 (the “Placement SharesMaximum Amount”), of shares of (a) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to and/or (b) the Company's 6.45% Series D Preferred Stock, par value $150,000,0000.01 per share (the “Series D Preferred Stock” and, together with the Common Stock, the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockand sell Placement Shares pursuant to this Agreement. The Registration Statement is an Company and the Operating Partnership are entering into a sales agreement, dated August 2, 2016, with each of Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Canaccord Genuity Inc., Deutsche Bank Securities Inc., Xxxxxxxxx LLC, KeyBanc Capital Markets Inc. and Xxxxxxx Xxxxx & Associates and Inc. (collectively, the “automatic shelf registration statement” Other Sales Agreements”) with additional sales agents (as defined in Rule 405collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Placement Shares (on the terms to be set forth in the Other Sales Agreements. The Agent and the Alternative Agents are collectively referred to herein as defined below) have been the “Agents.” This Agreement and remain eligible for registration by the Company on such automatic shelf registration statementOther Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate offering price of Placement Shares that may be sold pursuant to the Sales Agreements shall not exceed the Maximum Amount. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-212118), including a base prospectus, relating to certain securities, including the Common Stock and preferred stock of the Company, $0.01 par value per share (the “Preferred Stock”), to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock or Preferred Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through Cowen, acting as agent and/or principal, Northland shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue and sell to or through Northland such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the aggregate number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Northland shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares to or through Cowen Northland will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to Northland as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Schedule 1 hereto, relating to such sale in accordance with Section 2 hereto. References herein to “this Agreement” or to matters contained “herein” or “hereunder” or words of similar import mean this Agreement and any applicable Terms Agreement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-204350), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating supplement to the Placement Shares (the “ATM Prospectus”) to the base prospectus Base Prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenNorthland, for use by CowenNorthland, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to any Incorporated Documents, or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,00050,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company Company. or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-206175), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, statement(s) and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares up to an aggregate value of $125,000,000 (the “Placement SharesMaximum Amount”), of shares of (a) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to and/or (b) the Company's 6.45% Series D Preferred Stock, par value $150,000,0000.01 per share (the “Series D Preferred Stock” and, together with the Common Stock, the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockand sell Placement Shares pursuant to this Agreement. The Registration Statement is an Company and the Operating Partnership are entering into a sales agreement, dated August 2, 2016, with each of Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Canaccord Genuity Inc., Deutsche Bank Securities Inc., Xxxxxxxxx LLC, KeyBanc Capital Markets Inc. and RBC Capital Markets, LLC (collectively, the “automatic shelf registration statement” Other Sales Agreements”) with additional sales agents (as defined in Rule 405collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Placement Shares (on the terms to be set forth in the Other Sales Agreements. The Agent and the Alternative Agents are collectively referred to herein as defined below) have been the “Agents.” This Agreement and remain eligible for registration by the Company on such automatic shelf registration statementOther Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate offering price of Placement Shares that may be sold pursuant to the Sales Agreements shall not exceed the Maximum Amount. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-212118), including a base prospectus, relating to certain securities, including the Common Stock and preferred stock of the Company, $0.01 par value per share (the “Preferred Stock”), to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock or Preferred Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) up to 22,500,000 shares (the “Common Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of and up to $150,000,0002,000,000 shares (the “Preferred Shares”) of the Company’s 8.250% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”). The Common Shares and Preferred Shares are referred to together in this Agreement as the “Placement Shares.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen that the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-182583), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or as well as any subsequent comparable successor registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of its securities, including the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations Regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (“Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), ) having an aggregate offering price of up to $150,000,00020,000,000; provided, however, that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below) or (c) would cause the Company or the offering of the Placement Shares to not satisfy the eligibility and transaction requirements for use of Form S-3, including, if applicable, General Instruction I.B.6 of Form S-3 (the lesser of (a) (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-250801), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, statement(s) and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to an aggregate of shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,00075,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen that the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is Company has also entered into separate at market issuance sales agreements, each dated as of even date herewith (the “Alternative Sales Agreements”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreements, issue and sell through or to Xxxxxx X. Xxxxx & Co. Incorporated, Deutsche Bank Securities Inc., JMP Securities LLC, or MLV & Co. LLC (each, an “automatic shelf registration statement” (Alternative Agent”), as defined in Rule 405) sales agent and/or principal, shares of Common Stock having a maximum aggregate offering price of up to $75,000,000. The aggregate offering price of shares of Common Stock that may be sold pursuant to this Agreement and the Placement Shares (as defined below) have been and remain eligible for registration by Alternative Sales Agreements shall not exceed the Company on such automatic shelf registration statementMaximum Amount. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-179828), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplements to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus SupplementSupplements”) to the base prospectus included as part of such registration statement). The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if anySupplements, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anySupplements, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement Supplements have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), (the “Placement Shares”) having an a maximum aggregate offering price of up to $150,000,000200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockand sell Placement Shares pursuant to this Agreement. The Registration Statement is an Company and the Operating Partnership are entering into a sales agreement, dated May 25, 2017, with each of [·], [·], [·], [·], [·], [·], [·], [·], and [·] (collectively, the “automatic shelf registration statement” Other Sales Agreements”) as additional sales agents (as defined in Rule 405collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Placement Shares (on the terms to be set forth in the Other Sales Agreements. The Agent and the Alternative Agents are collectively referred to herein as defined below) have been the “Agents.” This Agreement and remain eligible for registration by the Company on such automatic shelf registration statementOther Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate offering price of Placement Shares that may be sold pursuant to the Sales Agreements shall not exceed the Maximum Amount. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-212118), including a base prospectus, relating to certain securities, including the Common Stock, to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,00050,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number amount of shares of Common Stock the Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, prospectus specifically relating to certain securities, including the Common Stock, to be issued from time to time by Placement Shares (the Company“Placement Share Prospectus”), and which incorporates by reference reference, to the extent provided for under Form S-3, documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to Following the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of date that such registration statementstatement is declared effective by the Commission, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statementPlacement Share Prospectus, as supplemented by the Prospectus Supplementsupplemented, if anyat all, relating to the Placement Sharesby any prospectus supplement. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such 122817078 v5 registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusPlacement Share Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anyany prospectus supplement, in the form in which such prospectus, ATM Placement Share Prospectus and/or Prospectus Supplement any prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,00075,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The As soon as practicable following the date that such registration statement is declared effective, the Company shall will furnish to Cowen, for use by Cowen, copies of the prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such base prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Placement Shares, any reference in this Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company has filed or shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3, including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shallwill, if necessary, prepare a prospectus supplement to the Base Prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The As soon as practicable following the date that such registration statement is declared effective, the Company shall will furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such base prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Placement Shares, any reference in this Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-202960), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating supplement to the Placement Shares (the “ATM Prospectus”) to the base prospectus Base Prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW solely in connection with the Placements (as defined below) to be conducted in accordance with this Agreement, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, HCW shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the aggregate number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-211151), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares supplement (the “ATM Prospectus”or may prepare one or more prospectus supplements or amendments thereto) to the base prospectus Base Prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to any Incorporated Documents, or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalthe Agents, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through the Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, or (b) exceeds the number of up to $150,000,000shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Agents shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-222929), including a base prospectus, relating to certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to Cowenthe Agents, for use by Cowenthe Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, statement(s) and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowenor to HCW, acting as sales agent and/or or principal, up to $10,000,000 of shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through or to HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the dollar amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen or to HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-211998), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statementstatement(s), and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-262355), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statementsupplement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) ), to the base prospectus included as part of such registration statement; provided that, to the extent the Company files with the Commission after the date hereof a new prospectus supplement relating to the Placement Shares, any reference in this Agreement to the “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis. The Company shall furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Placement Shares, any reference in this Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenCF&Co, acting as agent and/or principal, shares (the up to 2,700,000(the “Placement Shares”) of the CompanyFund’s common stockshares of beneficial interest, $0.01 par value $0.0001 per share (the “Common StockShares”), having an aggregate offering price of up ) as the Fund and CF&Co shall mutually agree from time to $150,000,000time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued by the Fund, and sold through CF&Co under this Agreement Agreement, shall be the sole responsibility of the CompanyFund, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became Fund and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is Fund has entered into an Investment Advisory Agreement, dated as of June 28, 2013 with the Adviser (such agreement, or the most recent successor agreement between such parties relating to advisory services, the “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementAdvisory Agreement”). The Company shall fileFund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with ) and the Commission an automatic registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Investment Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19341940, as amended, and the rules and regulations thereunder (collectively, the “Exchange Investment Company Act”), with the Commission a registration statement on Form N-2 (File Nos. The Company has prepared a prospectus specifically relating to the Placement Shares 333-232733 and 811-22715) (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement, and any post-effective amendment thereto’s effectiveness for purposes of Section 11 of the Securities Act, as amended when it becomes effectivesuch section applies to CF&Co (the “Effective Time”), including (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein, therein and including (ii) any information contained or incorporated by reference in a Prospectus (as defined below) subsequently prospectus filed with the Commission pursuant to Rule 424(b) 497 under the Securities Act Act, to the extent such information is deemed, pursuant to Rule 430B or deemed Rule 430C under the Securities Act, to be a part of such registration statement pursuant to Rule 430B or 462(b) of at the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, Effective Time is herein called the “Registration Statement.” The Except where the context otherwise requires, “Basic Prospectus” as used herein, means the base prospectus, including all documents incorporated therein by reference, prospectus included in as part of the Registration Statement, in the form in which it has most recently been filed with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Basic Prospectus, relating to the Placement Shares, filed by the Fund with the Commission pursuant to Rule 497(b) under the Securities Act, in the form furnished by the Fund to CF&Co for use by CF&Co in connection with the distribution of the Placement Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to CF&Co, for use by CF&Co, copies of the Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Placement Shares. The Basic Prospectus, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Basic Prospectus and/or Prospectus Supplement have most recently been filed by the Company Fund with the Commission pursuant to Rule 424(b) 497 under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares up to an aggregate value of $125,000,000 (the “Placement SharesMaximum Amount”), of shares of (a) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to and/or (b) the Company's 6.45% Series D Preferred Stock, par value $150,000,0000.01 per share (the “Series D Preferred Stock” and, together with the Common Stock, the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockand sell Placement Shares pursuant to this Agreement. The Registration Statement is an Company and the Operating Partnership are entering into a sales agreement, dated August 2, 2016, with each of Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Canaccord Genuity Inc., Xxxxxxxxx LLC, KeyBanc Capital Markets Inc., Xxxxxxx Xxxxx & Associates Inc. and RBC Capital Markets, LLC (collectively, the “automatic shelf registration statement” Other Sales Agreements”) with additional sales agents (as defined in Rule 405collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Placement Shares (on the terms to be set forth in the Other Sales Agreements. The Agent and the Alternative Agents are collectively referred to herein as defined below) have been the “Agents.” This Agreement and remain eligible for registration by the Company on such automatic shelf registration statementOther Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate offering price of Placement Shares that may be sold pursuant to the Sales Agreements shall not exceed the Maximum Amount. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-212118), including a base prospectus, relating to certain securities, including the Common Stock and preferred stock of the Company, $0.01 par value per share (the “Preferred Stock”), to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock or Preferred Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-207149), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating supplement to the Placement Shares (the “ATM Prospectus”) to the base prospectus Base Prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW solely in connection with the Placements (as defined below) to be conducted in accordance with this Agreement, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares up to an aggregate value of $125,000,000 (the “Placement SharesMaximum Amount”), of shares of (a) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to and/or (b) the Company's 6.45% Series D Preferred Stock, par value $150,000,0000.01 per share (the “Series D Preferred Stock” and, together with the Common Stock, the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockand sell Placement Shares pursuant to this Agreement. The Registration Statement is an Company and the Operating Partnership are entering into a sales agreement, dated August 2, 2016, with each of Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Canaccord Genuity Inc., Deutsche Bank Securities Inc., Xxxxxxxxx LLC, Xxxxxxx Xxxxx & Associates Inc. and RBC Capital Markets, LLC (collectively, the “automatic shelf registration statement” Other Sales Agreements”) with additional sales agents (as defined in Rule 405collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Placement Shares (on the terms to be set forth in the Other Sales Agreements. The Agent and the Alternative Agents are collectively referred to herein as defined below) have been the “Agents.” This Agreement and remain eligible for registration by the Company on such automatic shelf registration statementOther Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate offering price of Placement Shares that may be sold pursuant to the Sales Agreements shall not exceed the Maximum Amount. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-212118), including a base prospectus, relating to certain securities, including the Common Stock and preferred stock of the Company, $0.01 par value per share (the “Preferred Stock”), to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock or Preferred Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to an aggregate of shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,00075,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen that the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is Company has also entered into separate at market issuance sales agreements, each dated as of even date herewith (the “Alternative Sales Agreements”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreements, issue and sell through or to Deutsche Bank Securities Inc., JMP Securities LLC, MLV & Co. LLC, or RBC Capital Markets, LLC (each, an “automatic shelf registration statement” (Alternative Agent”), as defined in Rule 405) sales agent and/or principal, shares of Common Stock having a maximum aggregate offering price of up to $75,000,000. The aggregate offering price of shares of Common Stock that may be sold pursuant to this Agreement and the Placement Shares (as defined below) have been and remain eligible for registration by Alternative Sales Agreements shall not exceed the Company on such automatic shelf registration statementMaximum Amount. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-179828), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplements to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus SupplementSupplements”) to the base prospectus included as part of such registration statement). The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if anySupplements, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anySupplements, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement Supplements have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares up to an aggregate value of $125,000,000 (the “Placement SharesMaximum Amount”), of shares of (a) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to and/or (b) the Company's 6.45% Series D Preferred Stock, par value $150,000,0000.01 per share (the “Series D Preferred Stock” and, together with the Common Stock, the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockand sell Placement Shares pursuant to this Agreement. The Registration Statement is an Company and the Operating Partnership are entering into a sales agreement, dated August 2, 2016, with each of Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Canaccord Genuity Inc., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., Xxxxxxx Xxxxx & Associates Inc. and RBC Capital Markets, LLC (collectively, the “automatic shelf registration statement” Other Sales Agreements”) with additional sales agents (as defined in Rule 405collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Placement Shares (on the terms to be set forth in the Other Sales Agreements. The Agent and the Alternative Agents are collectively referred to herein as defined below) have been the “Agents.” This Agreement and remain eligible for registration by the Company on such automatic shelf registration statementOther Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate offering price of Placement Shares that may be sold pursuant to the Sales Agreements shall not exceed the Maximum Amount. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-212118), including a base prospectus, relating to certain securities, including the Common Stock and preferred stock of the Company, $0.01 par value per share (the “Preferred Stock”), to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock or Preferred Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,00030,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the sell Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementpursuant to this Agreement. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-224229), including a base prospectus, relating to certain securities, including the Common Stock, to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.0001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-206396), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effectivestatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) ); of the Company’s common stock, no par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, or (b) exceeds the number of up to $150,000,000shares or dollar amount registered on the Prospectus Supplement (as defined below), (the lesser of (a) or (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3, including a base prospectus, prospectus (the “Base Prospectus”) relating to certain Company securities, including the Common StockPlacement Shares, to be issued offered and sold from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file with the Commission in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared shall include, within the Registration Statement, a prospectus supplement to the Base Prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part offer and sale of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to ). Upon request, the base prospectus included as part of such registration statement. The Company shall will furnish to Cowen, for use by Cowen, HCW such number of copies of the prospectus included as part of such registration statement, as supplemented by Base Prospectus and the Prospectus Supplement, if any, relating to the Placement SharesSupplement as HCW shall reasonably request. Except where the context otherwise requires, such the registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by referencereference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing filing, after the date of execution hereof of this Agreement, of any document with the Commission that is deemed (pursuant to the Securities Act or the Exchange Act) to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to Prospectus, any amendment or supplement thereto to the Registration Statement or the Prospectus, or to any documents incorporated by reference, shall be deemed to include any the most recent copy of the relevant document filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to an aggregate of shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,00075,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen that the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is Company has also entered into separate at market issuance sales agreements, each dated as of even date herewith (the “Alternative Sales Agreements”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreements, issue and sell through or to Xxxxxx X. Xxxxx & Co. Incorporated, Deutsche Bank Securities Inc., JMP Securities LLC, or RBC Capital Markets, LLC (each, an “automatic shelf registration statement” (Alternative Agent”), as defined in Rule 405) sales agent and/or principal, shares of Common Stock having a maximum aggregate offering price of up to $75,000,000. The aggregate offering price of shares of Common Stock that may be sold pursuant to this Agreement and the Placement Shares (as defined below) have been and remain eligible for registration by Alternative Sales Agreements shall not exceed the Company on such automatic shelf registration statementMaximum Amount. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement Registration Statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”No. 333-179828), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).including

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,00075,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number or dollar amount of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed filed, or to be filed, by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Gathering, Analysis and Retrieval System system (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000200,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company Company, which became automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement on Form S-3S-3 (File No. 333-257691), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,00050,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-270592), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System system (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) if applicable, would cause the Company to $150,000,000exceed the dollar amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-222745), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant issued from time to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act time by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3, including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shallwill, if necessary, prepare a prospectus supplement to the Base Prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, the Agent up to $100,000,000 of ordinary shares (the “Placement Shares”) of the Company’s common stock, par nominal value $0.0001 0.00003881 per share (the “Common StockOrdinary Shares”); provided, having an aggregate however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of Ordinary Shares registered on the effective Registration Statement (defined below) pursuant to which the offering price is being made, (b) exceed the number of up authorized but unissued Ordinary Shares (less Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized share capital), (c) exceed the number or dollar amount of Ordinary Shares permitted to $150,000,000be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Common Stock Placement Shares through Cowen the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementOrdinary Shares. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission an automatic a shelf registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) or a prospectus supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus or prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the prospectus included as part of such registration statement, as supplemented supplemented, if necessary, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if anyapplicable (which shall be a Prospectus Supplement), relating with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effectivestatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement SharesRegulations, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented supplemented, if necessary, by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus (defined below), and any amendments and supplements thereto, shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission deemed to be Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference thereinreference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.50 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,000300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to each Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below). The Company agrees that whenever it determines to sell Placement Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(e) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-260758), including a base prospectus, relating to certain securities, including the Common Stock, to be issued offered from time to time by the CompanyCompany (as amended or supplemented from time to time, the “Base Prospectus”), and which incorporates incorporating by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared and filed with the Commission a prospectus supplement to the Base Prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) as amended or supplemented from time to the base prospectus included as part of such registration statementtime, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) ). Promptly after execution and delivery of this Agreement, the Company will file a supplement to the base prospectus included as part Prospectus Supplement in accordance with the provisions of such registration statementRule 424(b) under the Securities Act (“Rule 424(b)”). The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the prospectus included as part of such registration statementBase Prospectus, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of under the Securities Act, or as well as any subsequent comparable successor registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration StatementBase Prospectus, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Base Prospectus and/or and such Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein then issued “issuer free writing prospectus” as defined in Rule 433 under the Securities Act (“Rule 433”) relating to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference Placement Shares is herein to the terms called an “amend,Issuer Free Writing Prospectus.” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowenthe Agents, acting as agent and/or principal, up to $40,000,000 of shares (the “"Placement Shares”") of the Company’s 's common stock, $0.0001 par value $0.0001 per share (the “"Common Stock”"); provided however, that in no event shall the Company issue or sell through the Agents such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b), having an aggregate offering price of up to $150,000,000the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Agents shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “"Securities Act”"), with the Securities and Exchange Commission an automatic (the "Commission"), a registration statement on Form S-3S-3 (File No. 333-223669), including a base prospectus, relating to certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “"Exchange Act”"). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “"Prospectus Supplement”) to the base prospectus included as part of such registration statement"). The Company shall will furnish to Cowenthe Agents, for use by Cowenthe Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, statement(s) and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “"Registration Statement.” " The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “"Prospectus.” " Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the "Incorporated Documents"), and any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (“collectively, "XXXXX”").

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenWedbush, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s voting common stock, par value $0.0001 per share (the “Common Stock”), having in an aggregate offering price amount of up to $150,000,000the lesser of (a) the number or dollar amount of Common Stock registered under the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) the number of authorized but unissued Common Stock (less Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized share capital), (c) the number or dollar amount of Common Stock permitted to be sold under General Instruction I.B.6 of Form S-3, if applicable, or (d) the number or dollar amount of Common Stock covered by the Prospectus (defined below) (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen Wedbush shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen Wedbush will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-268260), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish has furnished to CowenWedbush, for use by CowenWedbush, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anySupplement or any additional prospectus supplement, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement and/or additional prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by CowenWedbush, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-207149), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating supplement to the Placement Shares (the “ATM Prospectus”) to the base prospectus Base Prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW solely in connection with the Placements (as defined below) to be conducted in accordance with this Agreement, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowenor to HCW, acting as sales agent and/or or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.0001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through or to HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the dollar amount limitations set forth in General Instruction I.B.6 of Form S-3, if applicable (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen or to HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-228149), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statementstatement(s), and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-227955), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating supplement to the Placement Shares (the “ATM Prospectus”) to the base prospectus Base Prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW solely in connection with the Placements (as defined below) to be conducted in accordance with this Agreement, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”) together with related preferred stock purchase rights (collectively, the “Placement Shares”); provided however, that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below), having an aggregate offering price or (c) would cause the Company to exceed the share amount limitations set forth in General Instruction I.B.6 of up to $150,000,000Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-221119), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating supplement to the Placement Shares (the “ATM Prospectus”) to the base prospectus Base Prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,00050,000,000; provided, however, that in no event shall the Company issue or sell through Cowen such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company's authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, ​ ​ relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333- 211046), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effectivestatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.50 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,000400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to each Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below). The Company agrees that whenever it determines to sell Placement Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(e) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-260758), including a base prospectus, relating to certain securities, including the Common Stock, to be issued offered from time to time by the CompanyCompany (as amended or supplemented from time to time, the “Base Prospectus”), and which incorporates incorporating by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared and filed with the Commission a prospectus supplement to the Base Prospectus specifically relating to the Prior Agreement (as amended or supplemented from time to time, the “Prospectus Supplement”). Promptly after execution and delivery of this Agreement, the Company will file a supplement to the Prospectus Supplement specifically relating to the Placement Shares in accordance with the provisions of Rule 424(b) under the Securities Act (the “ATM ProspectusRule 424(b)”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the prospectus included as part of such registration statementBase Prospectus, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of under the Securities Act, or as well as any subsequent comparable successor registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration StatementBase Prospectus, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Base Prospectus and/or and such Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein then issued “issuer free writing prospectus” as defined in Rule 433 under the Securities Act (“Rule 433”) relating to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference Placement Shares is herein to the terms called an “amend,Issuer Free Writing Prospectus.” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares and aggregate offering price of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, prospectus specifically relating to certain securities, including the Common Stock, to be issued from time to time by Placement Shares (the Company“Placement Share Prospectus”), and which incorporates by reference reference, to the extent provided for under Form S-3, documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to Following the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of date that such registration statementstatement is declared effective by the Commission, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statementPlacement Share Prospectus, as supplemented by the Prospectus Supplementsupplemented, if anyat all, by any prospectus supplement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusPlacement Share Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anyany prospectus supplement, in the form in which such prospectus, ATM Placement Share Prospectus and/or Prospectus Supplement any prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.50 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,000250,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to each Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below). The Company agrees that whenever it determines to sell Placement Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(e) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-207831), including a base prospectus, relating to certain securities, including the Common Stock, to be issued offered from time to time by the CompanyCompany (as amended or supplemented from time to time, the “Base Prospectus”), and which incorporates incorporating by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the Base Prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) as amended or supplemented from time to the base prospectus included as part of such registration statementtime, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”). Promptly after execution and delivery of this Agreement, the Company will file the Prospectus Supplement in accordance with the provisions of Rule 424(b) to under the base prospectus included as part of such registration statementSecurities Act (“Rule 424(b)”). The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the prospectus included as part of such registration statementBase Prospectus, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of under the Securities Act, or as well as any subsequent comparable successor registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration StatementBase Prospectus, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Base Prospectus and/or and such Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein then issued “issuer free writing prospectus” as defined in Rule 433 under the Securities Act (“Rule 433”) relating to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference Placements Shares is herein to the terms called an “amend,Issuer Free Writing Prospectus.” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, up to an aggregate of shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,00075,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen that the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is Company has also entered into separate at market issuance sales agreements, each dated as of even date herewith (the “Alternative Sales Agreements”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreements, issue and sell through or to Xxxxxx X. Xxxxx & Co. Incorporated, JMP Securities LLC, MLV & Co. LLC, or RBC Capital Markets, LLC (each, an “automatic shelf registration statement” (Alternative Agent”), as defined in Rule 405) sales agent and/or principal, shares of Common Stock having a maximum aggregate offering price of up to $75,000,000. The aggregate offering price of shares of Common Stock that may be sold pursuant to this Agreement and the Placement Shares (as defined below) have been and remain eligible for registration by Alternative Sales Agreements shall not exceed the Company on such automatic shelf registration statementMaximum Amount. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement Registration Statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”No. 333-179828), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).including

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenTX Xxxxx, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,00075,000,000; provided, however, that in no event shall the Company issue or sell through TX Xxxxx such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company's authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen TX Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen TX Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall acknowledges and agrees that sales of Common Stock under this Agreement may be made through affiliates of TX Xxxxx and that TX Xxxxx may otherwise fulfill its obligations pursuant to this Agreement to or through an affiliated broker-dealer. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to CowenTX Xxxxx, for use by CowenTX Xxxxx, copies of the prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by CowenTX Xxxxx, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenGuggenheim Securities, acting as agent and/or principal, shares American Depositary Shares (the “Placement SharesADSs”), each representing one (1) of the Company’s common stockordinary shares, par nominal value $0.0001 £0.10 per share (the “Common StockOrdinary Shares”), having an aggregate offering price of up to $150,000,00030,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number or dollar amount of shares of Common Stock ADSs issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen Guggenheim Securities shall have no obligation in connection with such compliance. The issuance and sale of Common Stock ADSs through Cowen Guggenheim Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockADSs. The Registration Statement is an ADSs are to be issued pursuant to that certain deposit agreement (the “automatic shelf registration statement” Deposit Agreement”), dated as of November 2, 2018, among the Company, Citibank, N.A. as depositary (as defined in Rule 405) the “Depositary”), and the Placement Shares (as defined below) have been holders and remain eligible for registration by beneficial owners from time to time of the Company on such automatic shelf registration statementADSs. As of the date hereof, each ADS represents the right to receive one Ordinary Share deposited pursuant to the Deposit Agreement. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-263967), including a base prospectus, relating to certain securities, including the Common StockADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus prospectus, both of which are included as part of such registration statement. The Company shall furnish has furnished to CowenGuggenheim Securities, for use by CowenGuggenheim Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission as part of the Registration Statement or pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” The Company has filed with the Commission a registration statement on Form F-6, as amended (File No. 333-227905) relating to the ADSs. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act is called the “F-6 Registration Statement.” Any reference herein to the Registration Statement, the F-6 Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System system (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principalthe Agent, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.01 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through MLV such number of Placement Shares that (a) exceeds the number of shares of Common Stock registered on the Registration Statement (as defined below) pursuant to which the offering price will be made, or (b) exceeds the number of up to $150,000,000authorized but unissued shares of Common Stock (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that MLV shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and to be declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActRules and Regulations”), with the Commission an automatic a registration statement on Form S-3, including a one or more base prospectusprospectuses, relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared will, if necessary, prepare a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) ). The Company will furnish to MLV, for use by MLV, copies of the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowensupplemented, copies of the prospectus included as part of such registration statementif at all, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such and also including any other registration statement filed pursuant to Rule 430B or 462(b) of under the Securities Act, or as well as any subsequent comparable successor registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of its Common Stock, including the Placement Shares, is collectively, are herein called the “Registration Statement.” The base prospectusprospectus specifically relating to the Placement Shares and identifying the Agent therein, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anySupplement or any other final prospectus relating to a Placement (as defined below), in the form in which such prospectus, ATM Prospectus base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein The parties acknowledge and agree that the Company intends to include a number of additional base prospectuses, other than the Prospectus, in the Registration Statement, and that all references to the Prospectus or herein are references only to the Prospectus and not to any amendment or supplement thereto shall be deemed to refer to and include other base prospectuses included in the documents incorporated by reference thereinRegistration Statement. Unless the context otherwise requires, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include any amendment or supplement thereto and to refer to and include the filing after the execution hereof of any document with the Commission documents incorporated or deemed to be incorporated by reference referenced therein. For purposes of this Agreement, all references to the Registration Statement, ,the Prospectus or and to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares and aggregate offering price of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-211063) (the “Current Registration Statement”), including a base prospectus, prospectus relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference reference, to the extent provided for under Form S-3, documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effective, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, Act or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any securities registered pursuant the Current Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), ) having an aggregate offering price of up to $150,000,00050,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and As of the Placement Shares (as defined below) have been and remain eligible for registration by date of this Agreement, the Company on such automatic shelf registration statement. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-201317), including a base prospectus, relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares Common Stock that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, Northland shares (the “Placement Shares”) of the Company’s common stock, $0.0001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through Northland such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the aggregate number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Northland shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen Northland will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-198569), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder thereunder, also as amended (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating supplement to the Placement Shares (the “ATM Prospectus”) to the base prospectus Base Prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenNorthland, for use by CowenNorthland, copies of the prospectus Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to any Incorporated Documents, or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.50 par value $0.0001 per share (the “Common Stock”), having an a maximum aggregate offering price of up to $150,000,000300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to each Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below). The Company agrees that whenever it determines to sell Placement Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(e) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3S-3 (File No. 333-228269), including a base prospectus, relating to certain securities, including the Common Stock, to be issued offered from time to time by the CompanyCompany (as amended or supplemented from time to time, the “Base Prospectus”), and which incorporates incorporating by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the Base Prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) as amended or supplemented from time to the base prospectus included as part of such registration statementtime, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”). Promptly after execution and delivery of this Agreement, the Company will file the Prospectus Supplement in accordance with the provisions of Rule 424(b) to under the base prospectus included as part of such registration statementSecurities Act (“Rule 424(b)”). The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the prospectus included as part of such registration statementBase Prospectus, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of under the Securities Act, or as well as any subsequent comparable successor registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of shares of the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration StatementBase Prospectus, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Base Prospectus and/or and such Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein then issued “issuer free writing prospectus” as defined in Rule 433 under the Securities Act (“Rule 433”) relating to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference Placement Shares is herein to the terms called an “amend,Issuer Free Writing Prospectus.” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowenor to HCW, acting as sales agent and/or or principal, shares (the “Placement Shares”) of the Company’s common stock, $0.001 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through or to HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (b) exceeds the number of up shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to $150,000,000exceed the dollar amount limitations set forth in General Instruction I.B.6 of Form S-3, if applicable (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen or to HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statementstatement(s), and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares up to an aggregate value of $125,000,000 (the “Placement SharesMaximum Amount”), of shares of (a) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to and/or (b) the Company's 6.45% Series D Preferred Stock, par value $150,000,0000.01 per share (the “Series D Preferred Stock” and, together with the Common Stock, the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on relating to the number issuance and sale of shares Placement Shares not in excess of Common Stock issued and sold under the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company, and Cowen the Agent shall have no obligation in connection with such compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to any Placement Notice. The issuance and sale of Common Stock Placement Shares through Cowen will the Agent shall be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stockand sell Placement Shares pursuant to this Agreement. The Registration Statement is an Company and the Operating Partnership are entering into a sales agreement, dated August 2, 2016, with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Canaccord Genuity Inc., Deutsche Bank Securities Inc., Xxxxxxxxx LLC, KeyBanc Capital Markets Inc., Xxxxxxx Xxxxx & Associates Inc. and RBC Capital Markets, LLC (collectively, the “automatic shelf registration statement” Other Sales Agreements”) with additional sales agents (as defined in Rule 405collectively, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Placement Shares (on the terms to be set forth in the Other Sales Agreements. The Agent and the Alternative Agents are collectively referred to herein as defined below) have been the “Agents.” This Agreement and remain eligible for registration by the Company on such automatic shelf registration statementOther Sales Agreements are collectively referred to herein as the “Sales Agreements.” The aggregate offering price of Placement Shares that may be sold pursuant to the Sales Agreements shall not exceed the Maximum Amount. The Company shall fileagrees that whenever it determines to sell Placement Shares directly to an Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(f) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement a Registration Statement on Form S-3S-3 (No. 333-212118), including a base prospectus, relating to certain securities, including the Common Stock and preferred stock of the Company, $0.01 par value per share (the “Preferred Stock”), to be issued offered from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementShares. The Company shall will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, prospectus supplement specifically relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and as amended by any post-effective amendment amendments thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (the “Rule 430B Information”), as well as any comparable successor registration statement filed by the Company to cover any for the sale of shares of its Common Stock or Preferred Stock, including the Placement Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the ATM Prospectus and prospectus supplement specifically relating to the Prospectus SupplementPlacement Shares, if anyincluding the documents incorporated by reference therein, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement base prospectus and such prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gherein), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Applications (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.0075 par value $0.0001 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $150,000,000shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-223493), including a base prospectus, relating to certain securities, including the Common Stock, Stock to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statementstatement(s), and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued “issuer free writing prospectusprospectus(es),” as defined in Rule 433 of promulgated under the Securities Act regulations (“Rule 433”)Act, relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i433(d)(5)(1), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g533(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,00050,000,000; provided, however, that in no event shall the Company issue or sell through Cowen such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company's authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and after such Registration Statement has been declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Following the date the registration statement becomes effective, the Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”). The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like import) copies of any document shall be deemed satisfied if the same is filed with the Commission through XXXXX.

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through CowenXX Xxxxx, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen XX Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen XX Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company which became automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall fileacknowledges and agrees that sales of Common Stock under this Agreement may be made through affiliates of XX Xxxxx and that XX Xxxxx may otherwise fulfill its obligations pursuant to this Agreement to or through an affiliated broker-dealer. For the avoidance of doubt, XX Xxxxx has a duty to fulfill all obligations under this Agreement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic registration statement on Form S-3S-3 (File No. 333-279264), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).Exchange

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through Cowen, acting as agent and/or principalHCW, shares (the “Placement Shares”) of the Company’s common stock, $0.01 par value $0.0001 per share (the “Common Stock”), ) having an aggregate offering price of up to $150,000,00025,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that HCW shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen HCW will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-222046), including a base prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such the registration statement, and shall, if necessary, prepare a which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time by the Company pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company shall will furnish to CowenHCW, for use by CowenHCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file, if anynecessary, relating one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, statement(s) and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement statement(s) pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectusprospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted then issued Issuer Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(gProspectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the any documents deemed incorporated by reference thereintherein (pursuant to the Securities Act or the Exchange Act) (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereinIncorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principalthe Agent, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.01 per share (the “Common Stock”); provided however, having an aggregate that in no event shall the Company issue or sell through MLV such number of Placement Shares that (a) exceeds the number of shares of Common Stock registered on the Registration Statement (as defined below) pursuant to which the offering price will be made, or (b) exceeds the number of up to $150,000,000authorized but unissued shares of Common Stock (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that MLV shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company which automatically became and to be declared effective under Rule 462(e) of the Securities Act (as defined below) upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the any Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statementShares. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActRules and Regulations”), with the Commission an automatic a registration statement on Form S-3, including a one or more base prospectusprospectuses, relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared will, if necessary, prepare a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) supplement to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement statement specifically relating to the Placement Shares (the “Prospectus Supplement”) ). The Company will furnish to MLV, for use by MLV, copies of the base prospectus included as part of such registration statement. The Company shall furnish to Cowen, for use by Cowensupplemented, copies of the prospectus included as part of such registration statementif at all, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such and also including any other registration statement filed pursuant to Rule 430B or 462(b) of under the Securities Act, or as well as any subsequent comparable successor registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any for the sale of its Common Stock, including the Placement Shares, is collectively, are herein called the “Registration Statement.” The base prospectusprospectus specifically relating to the Placement Shares and identifying the Agent therein, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if anySupplement or any other final prospectus relating to a Placement (as defined below), in the form in which such prospectus, ATM Prospectus base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein The parties acknowledge and agree that the Company intends to include a number of additional base prospectuses, other than the Prospectus, in the Registration Statement, and that all references to the Prospectus or herein are references only to the Prospectus and not to any amendment or supplement thereto shall be deemed to refer to and include other base prospectuses included in the documents incorporated by reference thereinRegistration Statement. Unless the context otherwise requires, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include any amendment or supplement thereto and to refer to and include the filing after the execution hereof of any document with the Commission documents incorporated or deemed to be incorporated by reference referenced therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or and to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which automatically became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (as defined below) have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company shall filehas filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission an automatic (the “Commission”) a registration statement on Form S-3S-3 (File No. 333-250998), including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company shall furnish has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to cover any the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“XXXXX”).