Common use of Issuance and Sale of Shares Clause in Contracts

Issuance and Sale of 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 the Agent of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. 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 shelf registration statement” as defined under Rule 405 of the Securities Act on Form S-3, including (a) 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent up to $125,000,000 of shares of common stock, $0.001 0.0001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become be declared effective upon filing with by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 or to the Agent of Agent, shares (the “Placement Shares”) of common stockstock of the Company, $0.001 0.0001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to $50,000,000, provided, however, that in no event shall the Company issue or sell through Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of shares of Common Stock that may be sold pursuant to the limitations set forth in Section 5(cRegistration Statement (as defined below), or (b) exceeds the number of authorized but unissued shares of Common Stock of the Company (the “Placement SharesMaximum 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 gross sales price amount of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, Company and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the or to Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) a base prospectus, 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, 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, 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 of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b415(a)(6) under the Securities ActAct 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 Prospectus Supplement, in the form in which such 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” then issued Issuer Free Writing Prospectus (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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(gbelow), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto, shall be deemed to refer to and include the documents, if any, that are documents incorporated or are deemed to be incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after Commission deemed to be incorporated by reference therein (the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference“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 the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System orSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.01 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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 certain 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementSales Prospectus”) to the base prospectus included as part of such registration statement, and will file a final form of such Sales Prospectus pursuant to Rule 424(b) under the Securities Act. If requested by Following the Agentdate that such registration statement is declared effective, the Company will furnish make available to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectiveSales Prospectus, as supplemented from time to time by any prospectus supplement relating to the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusSales Prospectus, including all documents incorporated therein by reference, which is included in the Registration Statement, as it may be supplemented by the Prospectus Supplementone or more prospectus supplements, in the form in which such prospectus and/or Sales 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its via the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent up to $75,000,000 of shares of common stock, $0.001 0.0001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 the date hereof and to become be declared effective upon filing with by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $75,000,000 (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 aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The On the date of this Agreement, 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) a base prospectus, relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the CompanyCompany (the “Base Prospectus”), 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”), and (b) . The Company has prepared a prospectus supplement to the Base Prospectus, which specifically relating relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) ). The Company has furnished to the base prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by Base Prospectus and the Prospectus Supplement. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus the 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System orSystem, if applicable, the Interactive Data Electronic Application system when used by the Commission Applications or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”) of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), having an aggregate offering price of up to $75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Ordinary Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Ordinary Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) a base prospectus, relating to certain securities, including the Common StockOrdinary 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $150,000,000 (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 aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of the Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become which became automatically effective upon filing with the Commissionfiling, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company has filed or will filefiled, 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” as defined under Rule 405 of the Securities Act statement on Form S-3S-3ASR (File No. 333-244401), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatements, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statementstatement under which the offer of the Placement Shares is then registered, as amended when it 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 any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b415(a)(6) under of the Securities ActAct 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 Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 or to Cowen, acting as agent and/or principal, shares (the Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$40,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of the Placement Shares through the Agent or to Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filed or will 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”) and a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”). The Company shall, and (b) if necessary, prepare a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, 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, 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 effective registration statement on Form S-3 filed pursuant to Rule 462(b415(a)(6) under the Securities ActAct by the Company to cover any 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 prospectus, ATM Prospectus and/or Prospectus Supplement Supplement, if any, 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, “XXXXX”). In connection with this Agreement, the Company and the Agent hereby agree that this Agreement supersedes and replaces that certain Sales Agreement by and between the Company and Xxxxx and Company, LLC, dated as of August 1, 2019 (the “August 2019 Sales Agreement”), provided that Section 7(g), Section 9, Section 10, Section 16 and Section 17 of the August 2019 Sales Agreement shall remain in full force and effect.

Issuance and Sale of 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 the Agent up to $50,000,000 of shares of common stock, $0.001 par value per share, of the Company (the “Common StockShares”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). 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 gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to which will become automatically effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (ai) a base prospectus, relating to certain securities, including and (ii) a prospectus, relating to the Common StockPlacement Shares, in each case, to be issued from time to time by the Company, and which incorporates will incorporate 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”). If applicable, and (b) the Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement at the time the registration statement becomes automatically effective, which prospectus supplement specifically relating relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, (i) copies of the base prospectus included as part of such registration statement at the time it becomes became automatically effective, as supplemented by the Prospectus Supplement, or (ii) copies of the Prospectus (as defined below) included as part of such registration statement at the time it became automatically effective, as applicable. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under the Securities Act, Act is herein called the “Registration Statement.” (A) The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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, or (B) the Prospectus relating to the Placement Shares, including all documents incorporated therein by reference, included in the Registration Statement at the time it became automatically effective, as applicable, in each case, together with any “issuer free writing prospectus” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $50,000,000 (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 aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of the Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), ) and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by As soon as practicable following the Agentdate that such registration statement is declared effective, the Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the 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 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 462(b415(a)(6) under the Securities ActAct by the Company with respect to the Shares, is herein called the “Registration Statement.” The base prospectusprospectus and the Prospectus Supplement, including all documents incorporated therein by reference, included in the Registration Statement, as it the same may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActCommission, together with any “issuer free writing prospectus,” (as used herein, as defined in Rule 433 under the Securities Act (“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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any incorporated documents, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, collectively “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.01 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company Company, which became effective upon filing with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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 certain 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementSales Prospectus”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish make available to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectiveSales Prospectus, as supplemented from time to time by any prospectus supplement relating to the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusSales Prospectus, including all documents incorporated therein by reference, which is included in the Registration Statement, as it may be supplemented by the Prospectus Supplementone or more prospectus supplements, in the form in which such prospectus and/or Sales 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 used herein, as defined in Rule 433 under 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its via the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of the Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-219681), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Agents, each acting as agent and/or principal, shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”) of the Company’s common stock, no par value per share (the “Common Shares”), having an aggregate offering price of up to $100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Common Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Agents shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Common Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3F-3 (File No. 333-250863), declared effective by the Commission on December 2, 2020, including (a) a base prospectus, relating to certain securities, including the Common StockShares, 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentAgents, for use by the AgentAgents, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus SupplementSupplement or by any additional prospectus supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed filed, by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The On the date of this Agreement, the Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3ASR, including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by Following the Agentdate that such registration statement becomes effective, the Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActCommission, together with any “issuer free writing prospectus,” (as used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after Commission deemed to be incorporated by reference therein (the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference“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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$25,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-210614), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.00001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$25,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number or amount of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with on the date hereof and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any the Placement Shares. The On the date of this Agreement, the Company has filed or will file, 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has also prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “ATM Prospectus”), which ATM Prospectus Supplement”) was reviewed by Cowen prior to the base prospectus filing, to be included as part of such registration statement. If requested by the Agent, the The Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus ATM Prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented supplemented, if at all, by any prospectus supplement relating to the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it the same may be supplemented by the Prospectus Supplementany prospectus supplement, in the form in which such ATM Prospectus and/or any prospectus and/or supplement to the ATM 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the such Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, collectively “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$10,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-212382), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”))regulations, relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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) (each, an “Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.01 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed filed, by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharesthe Common Stock. The On the date of this Agreement, the Company has filed filed, or will file, 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 ActAct Regulations”), with the Commission an a registration statement on Form S-3 including a base prospectus (the “automatic shelf registration statement” Base Prospectus”) and Sales Prospectus (as defined under Rule 405 of the Securities Act on Form S-3below), including (a) a base prospectus, each 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”), and (b) . The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementSales Prospectus”) to the base prospectus ), which is included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectiveBase Prospectus and Sales Prospectus, as supplemented each may be supplemented, if at all, by any prospectus supplement, relating to the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” The base prospectusTogether, the Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it they may be supplemented by the Prospectus Supplementone or more additional prospectus supplements, in the form in which such prospectus and/or Sales 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of 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, up to 40,000,000 shares (the Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject ) having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$40,000,000. 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 gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company may prepare a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus relating to the Common Stock to be issued from time to time by the Company pursuant to this Agreement, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after Commission deemed to be incorporated by reference therein (the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference“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 the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the or Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXXIDEA”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number or dollar amount of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed filed, by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”) included as part of such registration statement, and (b) shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, 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 462(b415(a)(6) under the Securities ActAct 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 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 used herein, as defined in Rule 433 under 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $50,000,000 (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 aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of the Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), ) and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by As soon as practicable following the Agentdate that such registration statement is declared effective, the Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the 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 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 462(b415(a)(6) under the Securities ActAct by the Company with respect to the Shares, is herein called the “Registration Statement.” The base prospectusprospectus and the Prospectus Supplement, including all documents incorporated therein by reference, included in the Registration Statement, as it the same may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActCommission, together with any “issuer free writing prospectus,” (as used herein, as defined in Rule 433 under the Securities Act (“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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any incorporated documents, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, collectively “XXXXXEXXXX”).

Issuance and Sale of 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 the Agent up to $125 million of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3November 1, 2021 2022 and to become be declared effective upon filing with by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementATM Prospectus”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus SupplementATM Prospectus. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus SupplementATM Prospectus, in the form in which such prospectus and/or ATM 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 SupplementATM Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus SupplementATM Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus SupplementATM Prospectus, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject for an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including a preliminary sales agreement prospectus (athe “Preliminary Sales Agreement Prospectus”) a base prospectus, specifically relating to certain securities, including the Common Stock, to be issued from time to time by the CompanyPlacement Shares, 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 furnished to Cowen, and (b) a prospectus supplement specifically relating to for use by Cowen, copies of the Placement Shares to be issued from time to time pursuant to this Preliminary Sales Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by , and will, following the Agenteffectiveness of the Registration Statement, the Company will furnish to Cowen a final sales agreement prospectus specifically relating to the Agent, for use by Placement Shares (the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement“Final Sales Agreement Prospectus”). Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusFinal Sales Agreement Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Final Sales Agreement Prospectus Supplement have has 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”))Act, relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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) (each, an “Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$25,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of the Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the AgentThe 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, the Company will furnish if applicable, with respect to the AgentPlacement Shares. The Company has furnished to Cowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatements, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statementstatement under which the offer of the Placement Shares is then registered, as amended when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of shares of common stock, $0.001 0.0001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3November 7, 2021 2024 and to become be declared effective upon filing with by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) a base prospectus, prospectus relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by pursuant to this Agreement (the Company“ATM Prospectus”), 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, digital copies of the base prospectus ATM Prospectus included as part of such registration statement at the time it becomes effective. The Company may file one or more additional registration statements from time to time that may contain a prospectus relating to the Placement Shares and/or a base prospectus and related prospectus supplement relating to the Placement Shares, as supplemented by the Prospectus Supplementwhich in each case shall be an ATM Prospectus. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under the Securities Act, 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 Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have it has 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 hereinherein and any Terms Agreement (defined below), it may issue and sell to or through Cowen, acting as agent and/or principal, shares (the Agent “Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$300,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time and any Terms Agreement shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-253715), including (a) a base prospectusprospectus (the “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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares supplemental to be issued from time to time pursuant to this Agreement the Base Prospectus (the “Prospectus Supplement”) to the base prospectus and included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus Base Prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, collectively “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$35,000,000.00. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, S-3 (File No. 333-211844) including (a) 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 certain 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has made available to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Canaccord Genuity LLC, acting as agent and/or principal (the Agent of “Sales Agent”), shares of the Company’s common stock, $0.001 par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate offering price of up to $25,000,000 (the “Maximum Amount”), subject to the limitations set forth in Section 5(c3(b) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliancehereof. The offer issuance and sale of Placement Shares shares of Common Stock to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed filed, by the Company with and after such Registration Statement has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The On the date of this Agreement, the Company has filed 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 shelf Commission, a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the offer and sale of Placement Shares to be issued from time to time (as defined below) pursuant to this Agreement included as part of such registration statement (the “Prospectus SupplementATM Prospectus”) ). The Company will furnish to the base prospectus Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish relating to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, and the ATM Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus and/or ATM 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, collectively “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$25,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-213100), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 XX Xxxxx, acting as agent and/or principal, shares (the Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $200,000,000 (the “Placement SharesMaximum 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 aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent XX Xxxxx shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent XX Xxxxx will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filed acknowledges and agrees that sales of Placement Shares 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 will through an affiliated broker-dealer. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will shall furnish to the AgentXX Xxxxx, for use by the AgentXX Xxxxx, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the 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 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 462(b415(a)(6) under the Securities ActAct by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Any registration statement and amendments thereto filed pursuant to Rule 462(b) of the Securities Act and relating to the offering covered by the Registration Statement is herein called a “Rule 462(b) Registration Statement” and, after such filing, the “Registration Statement” shall include any Rule 462(b) Registration Statement. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or and 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is consented to by XX Xxxxx, 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Mitsubishi, acting as agent and/or principal, (a) up to 2,936,300 shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject to ; and (b) such preferred stock as the limitations set forth in Section 5(c) Company may subsequently designate (the “Placement Preferred Stock”; and together with the Common Stock, the “Shares”). The Company agrees that if Mitsubishi determines that Mitsubishi will purchase any Shares on a principal basis (other than as a “riskless principal”), then the Company will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Mitsubishi covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Mitsubishi shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent Mitsubishi will be effected pursuant to the Registration Statement (as defined below) to be that became automatically effective when filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-165693), including (a) a base prospectus, relating to certain securities, including the Common StockShares, 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentMitsubishi, for use by the AgentMitsubishi, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplementor 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 issuer free writing prospectus amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or Interactive Data Electronic Applications (collectively “IDEA”). Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the any Prospectus Supplement, the Prospectus or any issuer free writing prospectus Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent initial effective date of the Registration Statement, or the respective dates date of the Prospectus Supplement, Prospectus or such issuer free writing prospectusFree Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent up to $50,000,000 of shares of common stock, $0.001 0.0001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become be declared effective upon filing with by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) a an “at-the-market” prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementATM Prospectus”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus and ATM Prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under the Securities Act, 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 Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 SupplementATM Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus SupplementATM Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus SupplementATM Prospectus, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to 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 Shares. The Company agrees thathas authorized and proposes to sell, from time to time during in the term of manner contemplated by this Agreement, on Shares of the terms and subject to the conditions set forth herein, it may issue and sell through the Agent of shares of Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $900,000,000 (the “Placement SharesMaximum 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 aggregate gross sales offering price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Agents shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be that became automatically effective when filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company agrees that whenever it determines to sell Shares directly to an Agent as principal, it will enter into a separate written agreement with such Agent containing the terms and conditions of such sale. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-227600), including (a) a base prospectus, relating to certain securities, including the Common StockShares, 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the AgentRegistration Statement (as defined below), the Company will furnish which prospectus supplement specifically relates to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus SupplementShares. Except where the context otherwise requires, such registration statementRegistration Statement when it became effective and as may be subsequently amended, 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 thereof pursuant to Rule 430B or Rule 462(b) under 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 a prospectus supplement prepared by the Prospectus SupplementCompany specifically relating to the Shares, in the form in which such prospectus and/or Prospectus Supplement and 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement or any Terms Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX. The Agents have been appointed by the Company as its agents to sell the Issuance Shares and agree to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Issuance Shares offered by the Company pursuant to any Placement Notice upon the terms and subject to the conditions contained herein and therein. The Forward Sellers shall be acting as sales agents for the Forward Purchasers and agree with the Company and the Forward Purchasers to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Forward Hedge Shares upon the terms and subject to the conditions contained herein. As used in this Agreement, the following terms have the respective meanings set forth below:

Issuance and Sale of 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 hereinherein and any Terms Agreement (defined below), it may issue and sell to or through Cowen, acting as agent and/or principal, shares (the Agent “Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time and any Terms Agreement shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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 Shares (the “ATM Prospectus”) to the base prospectus included as part of such registration statement, and (b) shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, if any, relating to the 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 462(b415(a)(6) under the Securities ActAct by the Company to cover any 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 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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, shares (the Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be being filed by the Company with and which will be declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementSales Agreement Prospectus”) ). The Company has furnished to Cowen, for use by Cowen, copies of the base prospectus and the Sales Agreement Prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish relating to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under 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 Prospectus SupplementSales Agreement Prospectus, in the form in which such base prospectus and/or Sales Agreement 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent up to $100,000,000 of shares of common stockthe Company’s ordinary shares, $0.001 par nominal value €0.01 per share, of the Company (the “Common StockOrdinary Shares”), subject to the limitations set forth in Section 5(c‎5(c) (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 ‎1 on the aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3August 2, 2021 and to become be declared effective upon filing with by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3F-3, including (a) a base prospectus, relating to certain securities, including the Common StockOrdinary 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, including any amendments thereto and 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of the Company’s common stock, $0.001 0.01 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company which became effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (as defined below) (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus SupplementSupplement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it 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 Rule 462(b) under 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 the Common Stock, 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, “XXXXXEXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $100,000,000 (the “Placement SharesMaximum 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 aggregate gross sales price number of Placement Shares that may be shares or dollar amount of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-248752), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the 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 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 462(b415(a)(6) under the Securities ActAct by the Company with respect to 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent up to $50,000,000 of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3November 13, 2021 2024 and to become be declared effective upon filing with by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 hereinherein and any Terms Agreement (defined below), it may issue and sell to or through Cowen, acting as agent and/or principal, shares (the Agent “Shares”) of shares of the Company’s common stock, $0.001 par value $0.00001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$25,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time and any Terms Agreement shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-237351), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it 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 462(b415(a)(6) under the Securities ActAct by the Company with respect to the 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this AgreementAgreement as set forth below, on the terms and subject to the conditions set forth herein, it may issue and sell to or through A.G.P./Alliance Global Partners, acting as agent and/or principal (the Agent of “Sales Agent”), shares of common stockthe Company’s Common Stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject to the limitations set forth in Section 5(c3(b) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliancehereof. The offer issuance and sale of Placement Shares shares of Common Stock to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and which was declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”) on May 3). On the date of this Agreement, 2021 and to become effective upon filing with the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed 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 Commission, a shelf registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (the “Registration Statement”), including (a) a base prospectusprospectus (the “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 amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time offering of Common Stock pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementthe Registration Statement (the “ATM Prospectus” and, together with the Base Prospectus, collectively, the “Initial Prospectus”). If requested by As soon as practicable following the Agentdate that the Registration Statement is declared effective, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus ATM Prospectus included as part of such registration statement at the time it becomes effectiveRegistration Statement, relating to the Placement Shares (as supplemented by the Prospectus Supplementdefined below). Except where the context otherwise requires, such registration statementthe Registration Statement, including as amended when it becomes effective, includes all documents filed as part thereof or incorporated by reference therein, and including includes any information contained in a Prospectus (as defined below) any prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement the Registration Statement pursuant to Rule 430B or Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” . The base prospectusInitial Prospectus, including all documents incorporated therein by reference, included reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Registration StatementSecurities Act (as qualified by Rule 430B(g) of the Securities Act), as it may be supplemented from time to time by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus Base Prospectus and/or ATM 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 used herein“Issuer Free Writing Prospectus”), as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System orSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXX”).

Issuance and Sale of 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 the Agent CF&Co, acting as sales agent, up to $300,000,000 of shares (the “Shares”) of the Company’s Class A common stock, $0.001 par value $0.01 per share, of the Company share (the “Class A Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement the Shares through the Agent CF&Co will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to issue use the Registration Statement to offer and sell any Placement of the Shares. The Company has filed or will filefiled, 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 (the “Commission”) a registration statement on Form S-3 (File No. 333-253987) with respect to an “automatic shelf registration statementat the market offering” as defined under Rule 405 of the Securities Act on Form S-3Shares, including (a) 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 furnished to CF&Co, and (b) a prospectus supplement specifically relating to for use by CF&Co, copies of the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, when it was declared effective, including the information, if any, deemed pursuant to Rule 430A, 430B, or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof and all documents or portions thereof 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 Rule 462(b) under the Securities Act), is collectively, are herein called the “Registration Statement.,” The base prospectus, including all documents or portions thereof incorporated therein by reference, included in the Registration Statementreference therein, as it may be amended or supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant from time to Rule 424(b) under the Securities Acttime, together with any “issuer free writing prospectus,” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 collectively, are herein called the “Prospectus.” Any reference herein to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are documents or are deemed to be portions thereof incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing with the Commission after the execution hereof of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, portion thereof deemed to be incorporated by reference therein (such documents or the respective dates of the Prospectus Supplement, Prospectus portions thereof incorporated or such issuer free writing prospectus, as the case may be, and deemed to be incorporated therein by reference, collectively, are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 A.G.P./Alliance Global Partners, acting as agent and/or principal (the Agent of “Sales Agent”), shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject to the limitations set forth in Section 5(c3(b) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliancehereof. The offer issuance and sale of Placement Shares shares of Common Stock to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and which was declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”) on May 3). On the date of this Agreement, 2021 and to become effective upon filing with the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed 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 Commission, a shelf registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time offering of Common Stock pursuant to this Agreement included as part of such registration statement (the “Prospectus SupplementATM Prospectus”) ). As soon as practicable following the date that such registration statement is declared effective, the Company will furnish to the base prospectus Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish relating to the Agent, for use by the Agent, copies of the base prospectus included Placement Shares (as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplementdefined below). Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents 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), and the ATM Prospectus, including all documents incorporated therein by reference (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), each of which is included in the Registration Statement, as it or they may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus and/or ATM 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 used herein“Issuer Free Writing Prospectus”), as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System orSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $150,000,000 (the “Placement SharesMaximum 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 aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) a base prospectus, relating to certain securities, including the Common Stock, securities to be issued from time to time by the Company, and (b) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”), each of which is included as part of such registration statement and 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 shall furnish to Cowen, and (b) a prospectus supplement specifically relating to for use by Cowen, copies of the Placement Shares to be issued from time to time pursuant to this Agreement (the “ATM Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested , as may be supplemented by the Agentone or more prospectus supplements (each, the Company will furnish a “Prospectus Supplement”), if any, relating to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus SupplementPlacement 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 462(b415(a)(6) under the Securities ActAct 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 one or more Prospectus SupplementSupplements, if any, in the form in which such prospectus ATM 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,” (as used herein, as defined in Rule 433 under 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$125,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be being filed by the Company and which will become automatically effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Common Stock. The Registration Statement will be an “automatic shelf registration statement” (as defined in Rule 405) and the Placement SharesShares have been and remain eligible for registration by the Company on such automatic shelf registration statement. 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 shelf registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, S-3 including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 hereinherein and any Terms Agreement (defined below), it may issue and sell to or through Cowen, acting as agent and/or principal, shares (the Agent “Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $250,000,000 (the “Placement SharesMaximum 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 aggregate gross sales price number or dollar amount of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time and any Terms Agreement shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become which became automatically effective upon filing with the Commissionfiling, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-253790), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it 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 of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b415(a)(6) under the Securities ActAct by the Company with respect to the 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 or to Cowen, acting as agent and/or principal, shares (the Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of the Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), ) and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by As soon as practicable following the Agentdate that such registration statement is declared effective, the Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus and the Prospectus Supplement, including all documents incorporated therein by reference, included in the Registration Statement, as it the same may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActCommission, together with any “issuer free writing prospectus,” (as used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any incorporated documents, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, collectively “XXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject ) having an aggregate offering price of up to the limitations set forth in Section 5(c) $100,000,000 (the “Placement Shares”including $53,806,526.57 previously sold through Cowen). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be that became automatically effective immediately upon being filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-195885), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement Common Stock (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Common Stock. Except where the context otherwise requires, such registration statement, when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act Regulations (“Rule 433”)), relating to the Placement Shares Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the or Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXXIDEA”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $100,000,000 (the “Placement SharesMaximum 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 aggregate gross sales price number or dollar amount of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company shall prepare a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementATM Prospectus”) to supplement the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base ATM Prospectus and any additional prospectus included as part of such registration statement at supplement, if any, relating to the time it becomes effectivePlacement Shares (each, as supplemented by the a “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 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 462(b415(a)(6) under the Securities ActAct 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 Supplementand any Prospectus Supplements, in the form in which such prospectus 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 used herein, as defined in Rule 433 under 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 (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 SVB Leerink, acting as agent and/or principal, shares (the Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$200,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent SVB Leerink shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent SVB Leerink will be effected pursuant to the Registration Statement (as defined below) to be being filed by the Company and which will become automatically effective under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Common Stock. The Registration Statement will be an “automatic shelf registration statement” (as defined in Rule 405) and the Placement SharesShares have been and remain eligible for registration by the Company on such automatic shelf registration statement. 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 shelf registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, S-3 including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentSVB Leerink, for use by the AgentSVB Leerink, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $40,000,000 (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 aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The On the date of this Agreement, the Company has filed 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), ) and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus and the Prospectus Supplement, including all documents incorporated therein by reference, included in the Registration Statement, as it the same may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus and/or and 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, collectively “XXXXX”).

Issuance and Sale of 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 the Agent of Noble, acting as agent, shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), having an aggregate offering price of up to $2,300,000 (the “Maximum Amount”), subject to the limitations set forth in Section 5(c3(b) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliancehereof. The offer issuance and sale of Placement Shares shares of Common Stock through the Agent Noble will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with Company, which was declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares). The Company has filed or will fileprepared and 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 Commission, not earlier than three years prior to the date hereof, a shelf registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3F-3 (File No. 333-222848), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes became effective specifically relating to the offering of Common Stock pursuant to this Agreement (the “Prospectus Supplement”). The Company has furnished to Noble, for use by Noble, an electronic copy of the prospectus included as part of such registration statement at the time it became effective, as supplemented by the Prospectus Supplement, relating to the offering of Common Stock pursuant to this Agreement. Except where the context otherwise requires, “Registration Statement,” as used herein, means such registration statement, as amended at the time of such registration statement’s effectiveness, as well as any new registration statement as may have been filed pursuant to Section 7(v), including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, and including (2) any information contained or incorporated by reference in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed Act, to be a part of the extent such registration statement information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of the registration statement at the effective time, and (3) any abbreviated registration statement filed pursuant to Rule 462(b) under the Securities ActAct to register the offer and sale of additional shares of Common Stock pursuant to this Agreement. Except where the context otherwise requires, is herein called “Prospectus,” as used herein, means the “Registration Statement.” The base prospectusprospectus included in the registration statement at the time it became effective, including all documents incorporated therein by reference, included reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Registration StatementSecurities Act (as qualified by Rule 430B(g) under the Securities Act), as it may be supplemented by the Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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) (each, an “Issuer Free Writing Prospectus”), is herein called the “Prospectus.” . Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System orSystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “XXXXXEXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $75,000,000 (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 aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed filed, by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The On the date of this Agreement, the Company has filed 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has prepared a sales agreement prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementSales Prospectus”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at Sales Prospectus relating to the time it becomes effective, as supplemented by the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, and the Sales Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus and/or Sales 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, collectively “XXXXX”).

Issuance and Sale of 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 Oxxxxxxxxxx & Co. Inc., acting as agent and/or principal (the Agent of “Sales Agent”), shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 (the “Maximum Amount”), subject to the limitations set forth in Section 5(c3(b) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliancehereof. The offer issuance and sale of Placement Shares shares of Common Stock to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed filed, by the Company with and after such Registration Statement has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The On the date of this Agreement, the Company has filed or will filefiled, 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 Commission, a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the offer and sale of Placement Shares to be issued from time to time (as defined below) pursuant to this Agreement included as part of such registration statement (the “Prospectus SupplementATM Prospectus”) ). The Company will furnish to the base prospectus Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish relating to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, as amended, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, and the ATM Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus and/or ATM 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, collectively “XXXXXEXXXX”).

Issuance and Sale of 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 the Agent up to $75,000,000.00 of shares of common stock, $0.001 0.0001 par value per share, of the Company (the ( “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 the date hereof and to become be declared effective upon filing with by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates will incorporate 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementSales Prospectus”) to the base prospectus included as part of such registration statement). If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus Sales Prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectusSales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it the Sales Prospectus may be supplemented by the Prospectus Supplementone or more prospectus supplements, in the form in which such Sales Prospectus and/or prospectus and/or Prospectus Supplement 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 SupplementSales Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus SupplementSales Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus SupplementSales Prospectus, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The On the date of this Agreement, the Company has filed 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), ) and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by As soon as practicable following the Agentdate that such registration statement is declared effective, the Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusprospectus and the Prospectus Supplement, including all documents incorporated therein by reference, included in the Registration Statement, as it the same may be supplemented by the Prospectus Supplementany additional prospectus supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActCommission, together with any “issuer free writing prospectus,” (as used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) $125,000,000 (the “Placement SharesMaximum 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 aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filed or will 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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 (b) shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, if any, relating to the 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 462(b415(a)(6) under the Securities ActAct by the Company to cover any 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 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 used herein, as defined in Rule 433 under 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any incorporated documents, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$15,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of the Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-197824), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent up to $200 million of shares of common stock, $0.001 0.01 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”), which shall be declared effective under Rule 462(e) on May 3, 2021 and to become effective upon filing with under the CommissionSecurities Act (as defined below), although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3ASR, including (a) 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementATM Prospectus”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus and ATM Prospectus, each included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus SupplementATM Prospectus, in the form in which such prospectus and/or ATM 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 SupplementATM Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus SupplementATM Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus SupplementATM Prospectus, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the ATM Prospectus, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 XX Xxxxx, acting as agent and/or principal, shares (the Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent XX Xxxxx shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent XX Xxxxx will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed acknowledges 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 will through an affiliated broker-dealer. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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 (b) shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will shall furnish to the AgentXX Xxxxx, for use by the AgentXX Xxxxx, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, if any, relating to the 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 462(b415(a)(6) under the Securities ActAct by the Company to cover any 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 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is consented to by XX Xxxxx, 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, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.0001 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-248642), including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus SupplementSupplement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it 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 462(b415(a)(6) under the Securities ActAct by the Company with respect to 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 Prospectus Supplement, if any, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after Commission deemed to be incorporated by reference therein (the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference“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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, par value $0.001 par value per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of the Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included Prospectus (as part of such registration statement at defined below), relating to the time it becomes effective, as supplemented by the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of shares of the Company’s common stock, $0.001 0.0001 par value per share, of the Company share (the “Common Stock”), subject to the limitations set forth in Section 5(c) (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 aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3October 4, 2021 and to become be declared effective upon filing with by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or prepared and 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) 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 Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), 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, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 CF&Co, acting as agent and/or principal, (a) up to $25,000,000 of the Agent of Company’s common shares of common stockbeneficial interest, $0.001 par value $0.01 per share, of the Company share (the “Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything The Company’s Common Shares issued or issuable pursuant to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be referred to herein as the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance“Shares”. The offer issuance and sale of Placement Shares through the Agent CF&Co will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Common Shares. The Company has filed or will filefiled, 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 a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3S-3 (File No. 333-127586), including (a) a base prospectus, relating to certain securities, including the Common Stock, 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 under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and (b) . The Company has prepared a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCF&Co, for use by the AgentCF&Co, copies of the base prospectus included as part of such registration statement at the time it becomes effectivestatement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended, 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 of the Securities Act and also including any registration statement filed to register additional Shares pursuant to Rule 462(b) under the Securities ActAct (a “Rule 462(b) Registration Statement”), 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 Prospectus Supplement, in the form in which such 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 used herein, as defined in Rule 433 under of the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Commission pursuant to the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and that are deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXXEXXXX”).

Issuance and Sale of 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 Agent “Placement Shares”) of shares of the Company’s common stock, $0.001 par value $0.01 per share, of the Company share (the “Common Stock”), subject having an aggregate offering price of up to the limitations set forth in Section 5(c) (the “Placement Shares”)$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed filed, by the Company with and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The On the date of this Agreement, the Company has filed 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 shelf a registration statement” as defined under Rule 405 of the Securities Act statement on Form S-3, including (a) 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”), and (b) . The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus SupplementSales Prospectus”) to the base prospectus included as part of such registration statement. If requested by Following the Agentdate that such registration statement is declared effective, the Company will shall furnish to the AgentCowen, for use by the AgentCowen, copies of the base prospectus included as part of such registration statement at the time it becomes effectiveSales Prospectus, as supplemented supplemented, if at all, by any prospectus supplement, relating to the Prospectus SupplementPlacement Shares. Except where the context otherwise requires, such registration statement, 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 Rule 462(b) under of the Securities Act, is herein called the “Registration Statement.” The base prospectusSales Prospectus, including all documents incorporated therein by reference, which is included in the Registration Statement, as it may be supplemented by the Prospectus Supplementone or more additional prospectus supplements, in the form in which such prospectus and/or Sales 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of 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 the Agent of Cowen, acting as agent and/or principal, shares of the Company’s common stock, $0.001 0.01 par value per share, of the Company share (the “Common Stock”), subject (i) having an aggregate offering price of up to $100,000,000 (the limitations set forth in Section 5(c“Initial Placement Shares”) and (ii) on or after April 29, 2021, having an aggregate offering price of up to $200,000,000 (the “Additional Placement Shares” and, together with the Initial Placement Shares, the “Placement Shares”). For the avoidance of doubt, the amount of Additional Placement Shares available for offer and sale under this Agreement are in addition to any offers and sales of Placement Shares made prior to the date hereof or hereafter under the sales agreement prospectus supplement for the Initial Placement Shares filed by the Company on November 4, 2020. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price number of Placement Shares that may be shares of Common Stock issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The offer issuance and sale of Placement Shares Common Stock through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) ), which registration statement became effective on May 3November 4, 2021 and to become effective upon filing with the Commission2020, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Sharesthe Common Stock. The Company has filed or will filefiled, 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” (as defined under in Rule 405 of under the Securities Act (“Rule 405”)) on Form S-3S-3ASR, including (a) 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”), and (b) a . The Company has prepared prospectus supplement supplements specifically relating to the Initial Placement Shares to be issued from time to time pursuant to this Agreement and the Additional Placement Shares (together, the “Prospectus Supplement”) ), in each case, to the base prospectus included as part of such registration statement. If requested by the Agent, the The Company will furnish has furnished to the AgentCowen, for use by the AgentCowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement relating to the Initial Placement Shares. In addition, the Company has filed or will file, in accordance with the provisions of the Securities Act, with the Commission a sales agreement prospectus supplement specifically relating to the Additional Placement Shares (the “Sales Prospectus”). The Company will make available to Cowen, for use by Cowen, copies of the Sales Prospectus, including the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplementstatement. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it 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 Rule 462(b) under 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 the Common Stock, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, and the Sales Prospectus, including all documents incorporated therein by reference, as it or they may be supplemented by the applicable Prospectus SupplementSupplement or by any additional prospectus supplement, in the form in which such prospectus and/or Prospectus Supplement and/or Sales Prospectus 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 used herein, as defined in Rule 433 under of the Securities Act regulations (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, 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 Supplement, the Prospectus or any issuer free writing prospectus amendment or supplement thereto shall be deemed to refer to and include the documents, if any, that are or are deemed to be documents incorporated by reference therein (the “Incorporated Documents”)therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, Statement or the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing after the execution hereof of any document under with the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and Commission deemed to be incorporated therein by referencereference 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 the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission or any successor thereto (collectively, “XXXXX”).