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 Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stock. 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 (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below), each relating to 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 sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any 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 of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 principalor to the Agent, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”), 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 Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued shares of Common Stock of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen or to Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stockany Placement Shares. On the date of this Agreement, the The Company has filed, filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below), 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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the Base Prospectus and Sales Prospectusbase prospectus included as part of such registration statement, as each may be supplementedsupplemented by the Prospectus Supplement, if at all, by any prospectus supplementany, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectiveand 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 then issued Issuer Free Writing Prospectus (defined in Rule 433 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 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 or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared Company, which became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to the certain securities, including 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”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is ) included as part of such registration statement. The Company has furnished will make available to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented from time to time by any prospectus supplement, supplement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the The Sales Prospectus, including all documents incorporated therein by reference, which is included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to via the Electronic Data Gathering Analysis and Retrieval System 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00075,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3ASR, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Following the date that such registration statement becomes effective, the Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 ActCommission, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System or any successor thereto system (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00075,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each 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”). The Company has prepared a sales prospectus supplement to the Base Prospectus, which specifically relating relates to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any prospectus supplement, relating to the Placement SharesProspectus 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the The Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus the Base 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System System, Interactive Data Electronic 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 or to Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00040,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through or to Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared ) and a sales prospectus specifically relating to the Placement Shares (the “Sales ATM Prospectus”). The Company shall, which is if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplementedsupplemented by the Prospectus Supplement, if at all, by any prospectus supplementany, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended 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, including or any subsequent effective registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus prospectus, ATM Prospectus and/or Sales Prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 to or through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00050,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will file, filed in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including (a) a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to the certain securities, including 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 ) and (b) a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The As soon as practicable following the date that such registration statement is declared effective, the Company has furnished will furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company with respect to the Shares, is herein called the “Registration Statement.” Together, the Base Prospectus The base prospectus and the Sales ProspectusProspectus Supplement, including all documents incorporated therein by reference, included in the Registration Statement, as they the same may be supplemented by one or more any additional prospectus supplementssupplement, 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 ActCommission, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, including, unless the context otherwise requires, the documents, if any, filed as exhibits to such incorporated documents, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00025,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-210614), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto system (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000150,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by with the Securities and Exchange Commission (the “Commission”)) and which became automatically effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the date of this Agreement, Placement Shares 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-244401), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statements, as each may be supplemented, if at all, supplemented by any prospectus supplementthe 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 becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) of the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Sales Prospectus have Supplement 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00025,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number or amount of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company on the date hereof and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common StockPlacement Shares. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has also prepared a sales prospectus specifically relating to the Placement Shares (the “Sales ATM Prospectus”), which is ATM Prospectus was reviewed by Cowen prior to filing, to be included as part of such registration statement. The Company has furnished will furnish to Cowen, for use by Cowen, copies of the Base ATM Prospectus and Sales Prospectusincluded as part of such registration statement, as each may be supplemented, if at all, by any prospectus supplement, 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales The ATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they the same may be supplemented by one or more additional any prospectus supplementssupplement, in the form in which such ATM Prospectus and/or any prospectus and/or Sales supplement to the ATM 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 defined in Rule 433 of the Securities Act regulations (“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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, collectively “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00050 million (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares amount of Common Stock issued and sold under this Agreement (such Common Stock being referred to herein as the “Placement Shares”) shall be the sole responsibility of the Company, Company and Cowen that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has entered into (i) an Investment Advisory and Management Agreement (the Common Stock“Advisory Agreement”) with the Adviser, dated as of October 22, 2012 and (ii) an Administration Agreement (the “Administration Agreement”) with the Administrator, dated as of October 22, 2012. On The Adviser has entered into a Staffing Agreement with the date Administrator, dated as of this October 22, 2012. The Company has also entered into a separate At Market Issuance Sales Agreement, dated as of even date herewith (the “Alternative Sales Agreement”), pursuant to which it may, from time to time during the term of such Alternative Sales Agreement, issue and sell through or to JMP Securities LLC (the “Alternative Agent”), acting as agent and/or principal, the Placement Shares. The Company has filed, or will filefiled with the Commission, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 N-2, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the Company, . The Company will prepare and which incorporates by reference documents that file with the Company has filed or will file Commission in accordance with the provisions of Rule 497 under the Securities Exchange Act Regulations a prospectus supplement to the base prospectus included as part of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus such registration statement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”). The Company will furnish to the Agent, which is for use by the Agent, copies of the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented by any prospectus supplement, relating to the Placement SharesProspectus Supplement. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as a part thereof or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under 497 of the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B 430C of the Securities Act, including any registration statement filed pursuant to Rule 462(b), Act Regulations is herein called the “Registration Statement.” Together, the Base Prospectus The base prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus and/or Sales Prospectus have Supplement most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 497 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 Regulations at 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), Applicable Time is herein called the “Prospectus.” Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to financial statements and include the documents incorporated by reference therein, schedules and any reference herein to the terms other information which is “amendcontained,” “amendmentdisclosed,” “included,” “filed as part of” or “supplementstated” with respect to in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to refer to mean and include the filing after the execution hereof of any document with the Commission all such financial statements and schedules and other information which are deemed to be incorporated by reference thereinin the Registration Statement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-219681), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to the certain securities, including 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”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is ) 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. The Following the date that such registration statement is declared effective, the Company has furnished will make available to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented from time to time by any prospectus supplement, 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the The Sales Prospectus, including all documents incorporated therein by reference, which is included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to via the Electronic Data Gathering Analysis and Retrieval System 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, the Company’s ordinary shares (the “Placement Shares”) of the Company’s common stock), par value $0.01 0.00001 per share (the “Common StockOrdinary Shares”), having an aggregate offering price of up to $50,000,000150,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Ordinary Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Ordinary Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, being filed by the Company and after such Registration Statement has been declared which will become automatically effective by under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockOrdinary Shares. On the date of this Agreement, the The Company has filed, filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an “automatic shelf registration statement statement” (as defined in Rule 405 promulgated under the Securities Act (“Rule 405”)) on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each 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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended 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) promulgated under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of or 462(b) promulgated under the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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) promulgated under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through Cowenthe Agent, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00050.0 million (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares amount of Common Stock issued and sold under this Agreement (such Common Stock being referred to herein as the “Placement Shares”) shall be the sole responsibility of the Company, Company and Cowen that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stock. On the date of this Agreement, the The Company has filedentered into (i) an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser, or will filedated as of October 26, 2012, (ii) an Administration Agreement (the “Administration Agreement”) with the Adviser, dated as of October 26, 2012, and (iii) a License Agreement (the “License Agreement”) with the Adviser, dated as of September 24, 2012. The Company has filed with the Commission, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 N-2 (File No. 333-231111), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the Company, . The Company will prepare and which incorporates by reference documents that file with the Company has filed or will file Commission in accordance with the provisions of Rule 497 under the Securities Exchange Act Regulations a prospectus supplement to the base prospectus included as part of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus such registration statement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”). The Company will furnish to the Agent, which is for use by the Agent, copies of the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented by any prospectus supplement, relating to the Placement SharesProspectus Supplement. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as a part thereof or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under 497 of the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B 430C of the Securities Act, including any registration statement filed pursuant to Rule 462(b), Act Regulations is herein called the “Registration Statement.” Together, the Base Prospectus The base prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus and/or Sales Prospectus have Supplement most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 497 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 Regulations at 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), Applicable Time is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System 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 (collectively, the “Placement Shares”) of the Company’s common stockClass A Common Stock, par value $0.01 0.001 per share (the “Class A Common Stock”), having an aggregate offering price of up to $50,000,00075,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate dollar amount or number of shares of Class A Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Class A Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the any Class A Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-222853) including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Class A 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 sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00075,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below), 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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement” and together with the Base Prospectus, the “Sales Prospectus”), which is ) included as part of such registration statement. The Following the date that such registration statement is declared effective, the Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any prospectus supplementsupplemented from time to time, 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the The Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00075,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below), each relating to 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 sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is ) included as part of such registration statement. The Company has furnished will furnish to Cowen, for use by Cowen, copies of the Base Sales Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, The Sales Prospectus relating to the Base Prospectus and the Sales ProspectusPlacement Shares, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00025,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number number/amount of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On The Company has filed on the date of this Agreement, the Company has filed, or will filehereof, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including (i) a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, to be issued from time to time by the Company, Company (the “Base Prospectus”) and which (ii) a sales agreement prospectus specifically relating to the Common Stock (the “Sales Agreement Prospectus”). Each of the Base Prospectus and Sales Agreement Prospectus 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 sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, (as each may be supplemented, if at all, by any prospectus supplement, defined below) relating to the Placement SharesCommon Stock. Except where the context otherwise requires, such registration statement, as amended when it becomes or became effective, including all documents filed as a 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, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” TogetherThe Sales Agreement Prospectus, together with the Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus Sales Agreement Prospectus and/or Sales Base Prospectus have most recently been filed by the Company with the Commission as part of the Registration Statement or pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or any successor thereto Interactive Data Electronic 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 hereinherein and any Terms Agreement (defined below), it may issue and sell to or through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) or has automatically become effective under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales ATM Prospectus”)) to the base prospectus included as part of such registration statement, which is and shall, if necessary, prepare a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplementedsupplemented by the Prospectus Supplement, if at all, by any prospectus supplementany, 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus prospectus, ATM 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreementhereof, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Following the date that such registration statement is declared effective, the Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto system (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Sales Agreement (the “Agreement”), on the terms and subject to the conditions set forth herein, it may issue and sell through CowenCKCC, acting as agent and/or principalagent, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share stock (the “Common Stock”), having ) up to an aggregate offering price of up to $50,000,00010,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CKCC shall have no obligation in connection with such compliance, provided that CKCC strictly follows the trading instructions provided pursuant to any Placement Notice. The issuance and sale of Common Stock Shares through Cowen CKCC will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) of the United States of America (the “United States”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement Registration Statement on Form S-3 (No. 333-178484), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each 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 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”). The Company will furnish to CKCC, which is for use by CKCC, copies of the prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplementedamended on January 24, if at all2012 and February 3, 2012, as supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including as well as any comparable successor registration statement filed pursuant to Rule 462(b)by the Company for the sale of shares of its Common Stock, is including the Shares, collectively are herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of below) and any other prospectus filed after the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission date hereof by the Company or (ii) is exempt from filing pursuant with respect 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)Shares, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto to either thereof shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Gathering, Analysis and Retrieval System or any successor thereto system (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00075,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales agreement prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is ) included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Sales Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” TogetherThe base prospectus, 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 one or more any additional prospectus supplementssupplement, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)Commission, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000250,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared Company, which became or will become effective by automatically upon filing with the Securities and Exchange Commission (the “Commission”) under Rule 462(e) of the Securities Act of 1933, as amended, and the rules and promulgations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common StockShares. On The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 of the date of this Agreement, Securities Act) and the Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company has filed, filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a an automatically effective registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each 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”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales ATM Prospectus”)) included in addition to the base prospectus as part of such registration statement, which is and shall, if necessary, prepare a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the ATM Prospectus included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base ATM Prospectus and Sales Prospectusincluded as part of such registration statement, as each may be supplementedsupplemented by the Prospectus Supplement, if at all, by any prospectus supplementany, 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus base prospectus, ATM 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”). The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like import) copies of any document shall be deemed satisfied if the same is filed with the Commission through XXXXX.

Issuance and Sale of 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 CowenCF&Co, acting as agent and/or principalagent, up to 5,500,000 shares (the “Placement Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), having an subject to a maximum aggregate offering gross sales price of up to $50,000,000. Notwithstanding anything to 100,000,000 (the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance“Maximum Gross Sales Price”). The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been which was declared effective under the Securities Act (as defined below) by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stockoffer and sell Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a shelf registration statement on Form S-3 (File No. 333-166564), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating with respect to the offerings of shares of Class A Common Stock, to be issued from time to time by including the CompanyShares, 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 sales prospectus specifically relating to the Placement Shares supplement (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement, relating to the offering of the Shares pursuant to this Agreement. The Company has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the Base Prospectus and Sales Prospectusone or more prospectuses included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplement, relating to the Placement SharesProspectus Supplement. Except where the context otherwise requires, such registration statement, as amended when it becomes became 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 (“Rule 430 Information”) 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 of the Securities Act, including any registration statement filed pursuant to Rule 462(b)collectively, is are herein called the “Registration Statement.,” Together, the Base Prospectus and the Sales Prospectusbase prospectus included in the registration statement, including all documents incorporated therein by reference, included in the Registration Statementreference therein, as they it may be supplemented by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus 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 defined in Rule 433 of under 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (such documents incorporated or deemed to be incorporated by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System system or any successor thereto its Interactive Data Electronic Applications system (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through or to Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Sales ATM Prospectus”). The Company will, which is if necessary, prepare a prospectus supplement to such base prospectus included as part of such registration statementstatement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base prospectus included as part of such registration statement, as supplemented by the ATM Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any prospectus supplementProspectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe ATM Prospectus and any Prospectus Supplement, in the form in which such prospectus prospectus, ATM Prospectus and/or Sales any Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of 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 CowenXxxxxxxxxxx & Co. Inc. and A.G.P./Alliance Global Partners, acting as agent agents and/or principalprincipals (together, the “Sales Agents”), shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000. Notwithstanding anything 25,000,000 (the “Maximum Amount”), subject to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance3(b) hereof. The issuance and sale of shares of Common Stock to or through Cowen the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company 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 U.S. Securities and Exchange Commission (the “Commission”) and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the Company has filed, or will file, filed in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission Commission, a registration statement on Form S-3 (File No. 333-256878), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the offer and sale of Placement Shares (as defined below) pursuant to this Agreement included as part of such registration statement (the “Sales ATM Prospectus”). The Company will furnish to the Sales Agents, which is for use by the Sales Agents, copies of the ATM Prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, the various parts of such registration statement, at any given time each part as amended when it becomes effectiveor supplemented as of such time,, including all documents and exhibits 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, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” TogetherThe base prospectus, including all documents incorporated therein by reference, together with the Base Prospectus and the Sales ATM Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as they each may be supplemented by one or more any additional prospectus supplementssupplement, in the form in which such prospectus and/or Sales ATM 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)Commission, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00050,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales agreement prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is ) included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Sales Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” TogetherThe base prospectus, 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 one or more any additional prospectus supplementssupplement, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)Commission, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, collectively “XXXXX”). Reference is made to that certain Sales Agreement dated as of December 14, 2015 by and between the Company and Cowen (the “2015 Sales Agreement”). The Company intends to complete Placements (as such term is defined in the 2015 Sales Agreement) pursuant to the 2015 Sales Agreement so long as the Registration Statement referenced therein is effective and Placement Shares (as such term is defined in the 2015 Sales Agreement) are available under the 2015 Sales Agreement, or at the discretion of the Company.

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 Cowenthe Agent, acting as agent and/or principal, shares up to $10,000,000 (the “Maximum Amount”) of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000. 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 number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance, except that Agent shall be responsible for complying with the limitations and other parameters contained in each Placement Notice (as defined below). The issuance and sale of Common Stock Placement Shares through Cowen Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”)) on May 28, 2010, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-167025), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, including any registration statement filed pursuant to Rule 462(b)Act Regulations, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 ActAct Regulations, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is 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(gthen issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the 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. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (as defined below) shall be deemed to refer to and include the documents, if any, 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, any 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 date of 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 to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 principalto the Underwriter, shares (the “Placement Firm Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”), ) having an aggregate offering price of up to $50,000,00050,000,000 ( the “Maximum Firm Amount”). Notwithstanding anything The Company also proposes to sell at the contrary contained herein, Underwriter’s option to sell additional shares of the parties hereto agree that compliance with Company’s Common Stock (the limitation “Option Shares”) as set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance2 below. The issuance Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.” The sale of Common Stock through Cowen Shares to the Underwriter will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, being filed by the Company and after such Registration Statement has been declared which will become automatically effective by under Rule 462(e) under the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Shares. The Registration Statement will be an “automatic shelf registration statement” (as defined in Rule 405 under the Common StockSecurities Act). 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 (the “Securities Act”), ) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below), each 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 of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Each time that the Company has prepared makes a sales sale of Firm Shares to the Underwriter pursuant to the terms set forth herein, the Company will prepare a prospectus supplement specifically relating to the Placement such Firm Shares (each a “Prospectus Supplement”) supplemental to the “Sales Prospectus”), which is Base Prospectus and included as part of such registration statement. The Company has furnished will furnish to Cowenthe Underwriter, for use by Cowenthe Underwriter, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented by any prospectus supplementthe applicable 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, including and any post-effective amendment of the registration statement filed pursuant to Rule 462(b)statement, is herein called the “Registration Statement.” Together, the The Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsa Prospectus Supplement, in the form in which such prospectus Base 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 ActAct Regulations, together with any “issuer free writing prospectus,” as then issued Issuer Free Writing Prospectus (defined in Rule 433 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 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 a Prospectus or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the a Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the each Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Sales Agreement (the “Agreement”), on the terms and subject to the conditions set forth herein, it may issue and sell through CowenXxxx, acting as agent and/or principalagent, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share stock (the “Common Stock”), having ) up to an aggregate offering price of up to $50,000,0007,726,103 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen Xxxx shall have no obligation in connection with such compliance, provided that Xxxx strictly follows the trading instructions provided pursuant to any Placement Notice. The issuance and sale of Common Stock Shares through Cowen Xxxx will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) of the United States of America (the “United States”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (No. 333-203229), as amended, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each 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 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”). The Company will furnish to Xxxx, which is for use by Xxxx, copies of the prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplementedamended, if at all, as supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including as well as any comparable successor registration statement filed pursuant to Rule 462(b)by the Company for the sale of shares of its Common Stock, is including the Shares, collectively are herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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,” the then issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of below) and any other prospectus filed after the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission date hereof by the Company or (ii) is exempt from filing pursuant with respect 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)Shares, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto to either thereof shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Gathering, Analysis and Retrieval System or any successor thereto system (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 “Placement Shares”) of the Company’s Class A common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and, provided it otherwise acts in accordance with its responsibilities under this Agreement and the applicable Placement Notice (as defined below), Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, to be issued from time to time by the Company, as well as a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”), each of which is included as part of such registration statement 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 sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base ATM Prospectus and Sales Prospectusincluded as part of such registration statement, as each may be supplementedsupplemented by one or more prospectus supplements (each, a “Prospectus Supplement”), if at all, by any prospectus supplementany, 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales The ATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsProspectus Supplements, if any, in the form in which such prospectus ATM Prospectus and/or Sales Prospectus 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 defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00040,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-[ ]), including (a) a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and (b) a prospectus relating to the Placement Shares to be issued from time to time by the Company, each of 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 sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any prospectus supplement, relating to the Placement SharesShares included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, The prospectus relating to the Base Prospectus and the Sales ProspectusPlacement Shares, including all documents incorporated therein by reference, included in the Registration Statement, as they may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus and/or Sales Prospectus have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any is herein called the “Prospectus.” Any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is 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 an “Issuer Free Writing Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of 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 CowenBarclays, acting as agent and/or principal, (a) up to 2,936,300 shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”); and (b) such preferred stock as the Company may subsequently designate (the “Preferred Stock”; and together with the Common Stock, having an aggregate offering price of up the “Shares”). The Company agrees that if Barclays determines that Barclays 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 $50,000,000both the Company and Barclays 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 number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen Barclays shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Barclays will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, that became automatically effective when filed by the Company and after such Registration Statement has been declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common StockShares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-165693), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each 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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to CowenBarclays, for use by CowenBarclays, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or any successor thereto Interactive Data Electronic Applications (collectively, collectively “XXXXXIDEA”). 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, 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, any Prospectus Supplement, the Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Free Writing Prospectus, as the case may be, and incorporated therein by reference.

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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by under the Securities Act (as defined below) with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On The Registration Statement will be a “shelf” registration statement and the date of this Agreement, Placement Shares have been and remain eligible for registration by the Company on such shelf registration statement. The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3ASR (File No. 333-257640), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). Such registration statement and an automatic post-effective amendment thereto on Form POSASR filed on February 23, 2022 became effective on filing, and a post-effective amendment to such registration statement on Form POS AM requesting that the registration statement be converted to a non-automatic shelf registration statement was filed on February 23, 2022. The Company has prepared a sales prospectus specifically relating or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Sales ProspectusProspectus Supplement”), which is included as part of such registration statement. The Company has furnished will file a final form of such Prospectus Supplement pursuant to Rule 424(b) under the Securities Act. Following the date that such registration statement is declared effective, the Company will furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company with respect to the Placement Shares, of the Securities Act, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 ActAct Regulations, together with any “issuer free writing prospectus,” as defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of 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 CowenRBCCM, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen RBCCM shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen RBCCM will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is ) included as part of such registration statement. The Following the date that such registration statement is declared effective, the Company has furnished shall furnish to CowenRBCCM, for use by CowenRBCCM, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” TogetherThe base prospectus, 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 one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00050,000,000 by any method permitted by law determined to be an “at the market” offering as defined in Rule 415 of the Securities Act (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the New Registration Statement (as defined below) filed, or to be filed, filed by the Company and after at such Registration Statement has been time as it is declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On The Company shall file on or about the date of this Agreement, the Company has filed, or will filehereof, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 including a base prospectus (the “Base ProspectusNew Registration Statement”) and Sales Prospectus (as defined below), each including one or more base prospectuses, relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates shall 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”). The Company has prepared will, if necessary, prepare a sales prospectus supplement specifically relating to the Placement Shares being offered from time to time by the Company pursuant to this Agreement (the “Sales ProspectusProspectus Supplement”), which is included as part of such registration statement. The Company has furnished will furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, by any prospectus supplement, the Prospectus Supplement relating to the Placement SharesCommon Stock to be issued from time to time by the Company pursuant to this Agreement. Except where the context otherwise requires, such registration statementNew 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 New Registration Statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, The prospectus specifically relating to the Base Prospectus and Placement Shares to be issued from time to time by the Sales ProspectusCompany pursuant to this Agreement, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus and/or Sales Prospectus Supplement shall have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or any successor thereto Interactive Data Electronic 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.000001 per share (the “Common Stock”), ) having an aggregate offering price of up to $50,000,00025,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number amount of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On The Company will not sell more than 19.99% of the date of Company’s outstanding common stock pursuant to this Agreement, the Agreement without stockholder approval. The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a one or more base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectuses, each relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales Base Prospectus”), which is ) to be included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, by any 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the The Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional any prospectus supplementssupplement, in the form in which such Base Prospectus and/or any 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or any successor thereto Interactive Data Electronic 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000200,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared which became effective by automatically upon filing with the Securities and Exchange Commission (the “Commission”) under Rule 462(c) of the Securities Act (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the date of this Agreement, Placement Shares 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-223526), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, including any registration statement filed pursuant to Rule 462(b)430B, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared which became automatically effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 233018), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company with respect to the Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 of under 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 Cowenor to the Agent, acting as agent and/or principalon an exclusive basis, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0005 par value $0.01 per share (the “Common Stock”), ) having an aggregate offering price of up to $50,000,000100,000,000, provided, however, that in no event shall the Company issue or sell through Agent such number of Placement Shares that (a) exceeds the number or dollar amount of shares of Common Stock that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued and unreserved shares of Common Stock of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen or to Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stockany Placement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-260848), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to the certain securities, including shares of Common Stock, to that may 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 sales prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”). The Company will furnish to the Agent, which is for use by the Agent, copies of the prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectiveand 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, The base prospectus included in the Base Prospectus and the Sales ProspectusRegistration Statement, including all documents incorporated therein by reference, included in and the Registration StatementProspectus Supplement, as it or they may be supplemented by one or more any additional prospectus supplementssupplement, 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 then issued Issuer Free Writing Prospectus (defined in Rule 433 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 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 or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000125,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales ATM Prospectus”)) to the base prospectus included as part of such registration statement, which is and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplementedsupplemented by the Prospectus Supplement, if at all, by any prospectus supplementany, 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus prospectus, ATM 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 defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System 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, the Agent shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price provided however, that in no event shall the Company issue or sell through the Agent such number of up Placement Shares that (a) would cause the Company not to $50,000,000. Notwithstanding anything satisfy the eligibility requirements for use of Form S-3, including to the contrary contained extent applicable at the time of any Placement (as defined herein) General Instruction I.B.6 thereto, the parties hereto agree that compliance with the limitation set forth in this Section 1 on (b) exceeds the number of shares of Common Stock issued registered on the effective Registration Statement and sold under this Agreement shall be included in the sole responsibility Prospectus (each as defined below) pursuant to which the offering is being made, or (c) exceeds the number of authorized but unissued shares of Common Stock (the Companyleast of (a), (b) and Cowen shall have no obligation in connection with such compliance(c), the “Maximum Amount”). The issuance and sale of Common Stock Placement Shares through Cowen the Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”)) on [ ], 2017, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stockany Placement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission Commission, a registration statement on Form S-3 (File No. 333-[ ], including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below), each relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”). The Company will furnish to the Agent, which is for use by the Agent, copies of the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or 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 of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, The prospectus relating to the Base Prospectus and the Sales ProspectusPlacement Shares, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below), 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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement” and together with the Base Prospectus, the “Sales Prospectus”), which is ) included as part of such registration statement. The Following the date that such registration statement is declared effective, the Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any prospectus supplementsupplemented from time to time, 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the The Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000125,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, being filed by the Company and after such Registration Statement has been declared which will become automatically effective by under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On The Registration Statement will be an “automatic shelf registration statement” (as defined in Rule 405) and the date of this Agreement, Placement Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company has filed, filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an automatic shelf registration statement on Form S-3 including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusbase prospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such base 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto system (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000250,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number or dollar amount of shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by with the Securities and Exchange Commission (the “Commission”)) and which became automatically effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-253790), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company with respect to the Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 of under 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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, the Agent up to $50,000,000 of shares of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”); provided, having an aggregate however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that (a) if applicable, exceeds the number or dollar amount of shares of Common Stock registered pursuant to the Registration Statement (as defined below), pursuant to which the offering price will be made or (b) exceeds the number of up to $50,000,000authorized but unissued and unreserved shares of Common Stock of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been Company, which became effective upon filing with or was declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a an automatic shelf registration statement as defined in Rule 405 on Form S-3 (File No. 333-213643), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference certain documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a sales prospectus specifically relating supplement to the base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Sales ProspectusProspectus Supplement”). The Company will furnish to the Agent, which is for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company has furnished may file one or more additional registration statements from time to Cowen, for use by Cowen, copies of the Base Prospectus time that will contain a base prospectus and Sales Prospectus, as each may be supplemented, if at all, by any related prospectus or prospectus supplement, relating if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, including any registration statement filed pursuant to Rule 462(b)Act Regulations, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus or base prospectuses, including all documents incorporated therein by referencereference therein, included in the Registration Statement, as they it may be supplemented supplemented, if necessary, by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Sales Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any “issuer free writing prospectus,” issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is 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 StatementStatement or the Prospectus, the including any Prospectus Supplement or any amendment or supplement thereto Issuer Free Writing Prospectus, shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission deemed to be Exchange Act on or after the most-recent effective date of the Registration Statement or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 “Placement Shares”) of the Company’s Class A common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including (a) a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to the Common Stock, certain 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 has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base ATM Prospectus and Sales Prospectusincluded as part of such registration statement, as each may be supplementedsupplemented by one or more prospectus supplements (each, a “Prospectus Supplement”), if at all, by any prospectus supplementany, 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales The ATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsProspectus Supplements, if any, in the form in which such prospectus ATM Prospectus and/or Sales Prospectus 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 defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, that has been or to will be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The At Xxxxx’x request, the Company has furnished will furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes or became effective, including all EAST\42430474.3 #90596650v4 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, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 American Depositary Shares (the “Placement SharesADSs”) each representing one (1) of the Company’s common stockordinary shares, par nominal value $0.01 £0.008 per share (the “Common StockOrdinary Shares”), having an aggregate offering price of up to $50,000,000150,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number or dollar amount of shares of Common Stock ADSs issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock ADSs through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, being filed by the Company and after such Registration Statement has been declared which automatically became or will become effective by under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockADSs. On The ADSs will be issued pursuant to a deposit agreement dated September 22, 2020 (the date “Deposit Agreement”), by and among the Company and Citibank, N.A., as depositary (the “Depositary”), and all holders and beneficial owners of this AgreementADSs issued thereunder. The Company shall, following subscription by Cowen of the Placement Shares, deposit, on behalf of Cowen, the Ordinary Shares represented by such ADSs with Citibank, N.A., as custodian (the “Custodian”) for the Depositary, pursuant to which the Depositary shall deliver the ADSs to Cowen. The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 F-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common StockADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales ATM Prospectus”)) to the base prospectus included as part of such registration statement, which is and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplementedsupplemented by the Prospectus Supplement, if at all, by any prospectus supplementany, 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, including or any subsequent registration statement on Form F-3 or Form S-3, as applicable, filed pursuant to Rule 462(b)415(a)(5) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus prospectus, ATM Prospectus and/or Sales Prospectus 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 defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System 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 Cowenor to the Agent, acting as sales agent and/or or principal, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.001 par value $0.01 per share (the “Common Stock”) provided, however, that in no event shall the Company issue or sell, through or to Agent, Placement Shares for an aggregate gross sales proceeds that would exceed (a) the dollar amount of shares of Common Stock registered on the Registration Statement (as defined below), having an aggregate offering price (b) the number of up authorized but unissued shares of Common Stock, or (c) dollar amount of shares of Common Stock permitted to $50,000,000be sold under Form S-3, including General Instruction I.B.6 of Form S-3 to the extent it remains applicable, or (iv) the dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the least of (i), (ii), (iii) and (iv), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-235791), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectiveand 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 ActAct Regulations, together with any “issuer free writing prospectus,” as then issued Issuer Free Writing Prospectus (defined in Rule 433 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 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any, 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, any 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 date of 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 to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), ) having an aggregate offering price of up to $50,000,00025,000,000 by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-183313), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares Common Stock being offered under this Agreement (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement SharesCommon Stock. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 of the Securities Act regulations Regulations (“Rule 433”), relating to the Placement Shares Common Stock offered under this Agreement 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or any successor thereto Interactive Data Electronic 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 hereinherein and any Terms Agreement (defined below), it may issue and sell to or through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000350,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by with the Securities and Exchange Commission (the “Commission”)) and which became automatically effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an automatic shelf registration statement on Form S-3 (File No. 333-252216), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company with respect to the Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 of under 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared which automatically became effective by under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the date of this Agreement, Placement Shares (as defined below) 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an automatic shelf registration statement on Form S-3 (File No. 333-252612), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company with respect to the Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one the Prospectus Supplement or more any additional prospectus supplementssupplement, 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 defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and a sales agreement prospectus (the “ATM Prospectus”) specifically relating to the Placement Shares, each of 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 sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base ATM Prospectus and Sales Prospectus, included as each may be supplemented, if at all, by any prospectus supplementpart of such registration statement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it first becomes or 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, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplements, the ATM Prospectus in the form in which such base prospectus and/or Sales ATM 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 defined in Rule 433 of under 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 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXXEXXXX”). The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like import) copies of any document shall be deemed satisfied if the same is filed with the Commission through EXXXX.

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 “Placement Shares”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, being filed by the Company and after such Registration Statement has been declared which will automatically become effective by under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an “automatic shelf registration statement statement” (as defined in Rule 405 under the Securities Act (“Rule 405”)) on Form S-3 S-3ASR, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (as defined below) (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplement, 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 becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of or 462(b) under the Securities Act, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company with respect to the Common Stock, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System system 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 to or through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000125,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared become automatically effective by the Securities and Exchange Commission (the “Commission”)upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales ATM Prospectus”)) and included as part of such registration statement, which is and shall, if necessary, prepare a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the ATM Prospectus included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base ATM Prospectus and Sales Prospectusincluded as part of such registration statement, as each may be supplementedsupplemented by the Prospectus Supplement, if at all, by any prospectus supplementany, 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus base prospectus, ATM 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 defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000125,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-217102), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statementstatement (the “Base Prospectus”). The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusincluded as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended amended, when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a the Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).Registration

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 (collectively, the “Placement Shares”) of the Company’s common stockClass A Common Stock, par value $0.01 0.001 per share (the “Class A Common Stock”), having an aggregate offering price of up to $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 dollar amount or number of shares of Class A Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Class A Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the any Class A Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-222853) including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Class A 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 sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 principalthe Agents, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0001 par value $0.01 per share (the “Common Stock”), ) having an aggregate offering price of up to $50,000,000150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Agents shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agents will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, being filed by the Company and after such Registration Statement has been declared which will become automatically effective by under Rule 462(e) under the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Registration Statement will be an “automatic shelf registration statement” (as defined in Rule 405 under the Common StockSecurities Act). 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 (the “Securities Act”), ) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below), each relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) supplemental to the Base Prospectus and included as part of such registration statement. The Company has furnished will furnish to Cowenthe Agents, for use by Cowenthe Agents, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectiveand 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 Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the The Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus Base 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 ActAct Regulations, together with any “issuer free writing prospectus,” as then issued Issuer Free Writing Prospectus (defined in Rule 433 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 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 or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, 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 CowenCF&Co, acting as agent and/or principal, (a) up to FIVE MILLION (5,000,000) shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); and (b) such preferred stock as the Company may subsequently designate (the “Preferred Stock”; and together with the Common Stock, having an aggregate offering price of up to $50,000,000the “Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared deemed to be effective by pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stock or Preferred Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an automatic shelf registration statement on Form S-3 (File No. 333-133781), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, to be issued from time to time by the CompanyShares, 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 sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectiveamended, 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 thereof at any deemed time of such registration statement effectiveness pursuant to Rule 430B of under the Securities Act, including any registration statement filed pursuant to Rule 462(b), Act is herein called the “Registration Statement.,” Together, the Base Prospectus and the Sales Prospectusbase prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (iy) is required to be filed with the Commission by the Company or (iiz) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000200,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared on March 24, 2021, which became effective by under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”)) as of such date, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3ASR, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Following the date that such registration statement became effective, the Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, ACTIVE/123217397.8 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, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 ActCommission, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System system 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Following the date that such registration statement is declared effective, the Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to via the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System or any successor thereto system (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-260895), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below), 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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement” and together with the Base Prospectus, the “Sales Prospectus”), which is ) included as part of such registration statement. The Following the date that such registration statement is declared effective, the Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any prospectus supplementsupplemented from time to time, 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the The Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 principala Distribution Agent, shares (the “Placement Shares”) of the Company’s common stock, no par value $0.01 per share (the “Common Stock”), having an aggregate provided however, that in no event shall the Company issue or sell through a Distribution Agent such number of Placement Shares that (a) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, or (b) exceeds the number of up to $50,000,000authorized but unissued shares of Common Stock (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Distribution Agents will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stockany Placement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (the “Securities Act RegulationsAct”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (333-195550), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)dated April 19, each 2014, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”). The Company will furnish to the Distribution Agents, which is for use by the Distribution Agents, copies of the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented by any prospectus supplementthe 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 of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such base 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 CowenCF&Co, acting as agent and/or principal, (a) up to 5,175,000 shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”); and (b) such preferred stock as the Company may subsequently designate (the “Preferred Stock”; and together with the Common Stock, having an aggregate offering price of up the “Shares”). The Company agrees that if CF&Co determines that CF&Co 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 $50,000,000both the Company and CF&Co 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 number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities Shares and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common StockShares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-165693), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each 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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 of the Securities Act regulations 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or any successor thereto Interactive Data Electronic Applications (collectively, collectively “XXXXXIDEA”). Any reference herein to the registration statement, the Registration Statement, any Prospectus Supplement, Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the documents, if any, 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, any Prospectus Supplement, the Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Free Writing Prospectus, as the case may be, and incorporated therein by reference.

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 “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is ) included as part of such registration statement. The Following the date that such registration statement is declared effective, the Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the The Sales Prospectus, including all documents incorporated therein by reference, which is included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus specifically relating to the Placement Shares (the “Sales ATM Prospectus”)) to the base prospectus included as part of such registration statement, which is and shall, if necessary, prepare a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplementedsupplemented by the Prospectus Supplement, if at all, by any prospectus supplementany, 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus prospectus, ATM 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000250,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared which became effective by automatically upon filing with the Securities and Exchange Commission (the “Commission”) under Rule 462(c) of the Securities Act (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3ASR (File No. 333-236424), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company with respect to the Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 of under 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”). The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act) and the Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement.

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 CowenCF&Co, acting as agent and/or principalsales agent, up to 10,000,000 shares (the “Placement Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Shares through Cowen CF&Co will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been which was declared effective under the Securities Act (as defined below) by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue offer and sell any of the Common StockShares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a shelf registration statement on Form S-3 (File No. 333-176523), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating with respect to the offerings of shares of Class A Common Stock, to be issued from time to time by including the CompanyShares, 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 prepared, and will file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a sales prospectus specifically relating to the Placement Shares supplement (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement, relating to the offering of the Shares pursuant to this Agreement. The Company has furnished to CowenCF&Co, for use by CowenCF&Co, copies of the Base Prospectus and Sales Prospectusone or more prospectuses included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplement, relating to the Placement SharesProspectus Supplement. Except where the context otherwise requires, such registration statement, as amended when it becomes became 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 of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is collectively, are herein called the “Registration Statement.,” Together, the Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, base prospectus included in the Registration Statement, including all documents or portions thereof incorporated by reference therein, as they it may be amended or supplemented by one or more additional prospectus supplementsfrom time to time, in the form in which such prospectus 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 defined in Rule 433 of under 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 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents or portions thereof 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 with the Commission after the execution hereof of any document with the Commission or portion thereof deemed to be incorporated by reference thereintherein (such documents or portions thereof incorporated or deemed to be incorporated 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 to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System system or any successor thereto its Interactive Data Electronic Applications system (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, the Agent up to $50,000,000 of shares of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”); provided, having an aggregate however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered pursuant to the Registration Statement (as defined below), pursuant to which the offering price will be made or (b) exceeds the number of up to $50,000,000authorized but unissued and unreserved shares of Common Stock of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference certain documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a sales prospectus specifically relating supplement to the base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Sales ProspectusProspectus Supplement”). The Company will furnish to the Agent, which is for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company has furnished may file one or more additional registration statements from time to Cowen, for use by Cowen, copies of the Base Prospectus time that will contain a base prospectus and Sales Prospectus, as each may be supplemented, if at all, by any related prospectus or prospectus supplement, relating if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, including any registration statement filed pursuant to Rule 462(b)Act Regulations, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus or base prospectuses, including all documents incorporated therein by referencereference therein, included in the Registration Statement, as they it may be supplemented supplemented, if necessary, by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Sales Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any “issuer free writing prospectus,” issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is 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 StatementStatement or the Prospectus, the including any Prospectus Supplement or any amendment or supplement thereto Issuer Free Writing Prospectus, shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission deemed to be Exchange Act on or after the most-recent effective date of the Registration Statement or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00040,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales agreement prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is ) included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Sales Prospectus and Sales Prospectus, as each may be supplemented, if at all, by any 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” TogetherThe base prospectus, 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 one or more any additional prospectus supplementssupplement, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g)Commission, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $50,000,00040,000,000 by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act (as defined below). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a one or more base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectuses, each relating to certain securities, including the Common StockPlacement Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared may prepare a sales prospectus supplement specifically relating to the Placement Shares being offered under this Agreement (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 of the Securities Act regulations Regulations (“Rule 433”), relating to the Placement Shares Common Stock offered under this Agreement 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System or any successor thereto Interactive Data Electronic 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Following the date that such registration statement is declared effective, the Company has furnished shall furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis Gathering, Analysis, and Retrieval System or any successor thereto system (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000150,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, being filed by the Company and after such Registration Statement has been declared which will become automatically effective by under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On The Registration Statement will be 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 file 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an automatic shelf registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes 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), 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 Placement Shares, of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 defined in Rule 433 of under the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, the Distribution Agent shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate provided however, that in no event shall the Company issue or sell through the Distribution Agent such number of Placement Shares that (a) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, or (b) exceeds the number of up to $50,000,000authorized but unissued shares of Common Stock that are not reserved for other purposes (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that the Distribution Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen the Distribution Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stockany Placement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (the “Securities Act RegulationsAct”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-223674), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared prepared, or will prepare prior to any sales of the Placement Shares, a sales prospectus supplement to the base prospectus included, or to be included, as part of such registration statement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”). The Company will furnish to the Distribution Agent, which is for use by the Distribution Agent, copies of the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented by any prospectus supplementthe 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 of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such base 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 principalor to the Agent, shares (the “Placement Shares”) of common stock of the Company’s common stock, $0.0000056 par value $0.01 per share (the “Common Stock”), ) having an aggregate offering price of up to $50,000,00020,000,000, provided, however, that in no event shall the Company issue or sell through Agent such number of Placement Shares that (a) exceeds the number or dollar amount of shares of Common Stock that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued shares of Common Stock of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen or to Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stockany Placement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-256613), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished will furnish to Cowenthe Agent, for use by Cowenthe Agent, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectiveand 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, including or any subsequent registration statement on Form S-3 filed pursuant to Rule 462(b)415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe 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 then issued Issuer Free Writing Prospectus (defined in Rule 433 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 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 or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares or dollar amount of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock the Placement Shares through or to Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common StockPlacement Shares. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 on the date hereof, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and an at-the-market offering prospectus (the “ATM Prospectus”) specifically relating to the Placement Shares, each of 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 sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”)furnished, which is included as part of such registration statement. The Company has furnished or will furnish, to Cowen, for use by Cowen, copies of the Base ATM Prospectus and Sales Prospectus, included as each may be supplemented, if at all, by any prospectus supplement, part of such registration statement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it first becomes or 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, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales The ATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional any prospectus supplementssupplement, in the form in which such ATM Prospectus and/or any 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 defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iiiii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”). The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like import) copies of any report or statement shall be deemed satisfied if the same is filed with the Commission through 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 CowenAgent, acting as agent and/or principal, up to 5,868,697 shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $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 number of shares of Common Stock Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Shares through Cowen Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”)automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Shares. The Company has also entered into sales agreements on terms substantially similar to this Agreement dated as of February 19,2016 with each of Barclays Capital, Inc. (“Barclays”), BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”), Cantor Xxxxxxxxxx & Co. (“CF&Co”), Credit Agricole Securities (USA) Inc. (“Credit Agricole”) and BMO Capital Markets Corp. (“BMO”), as amended on May 5, 2017 (the Common Stock“February 2016 Sales Agreements”). On the date As of this AgreementMay 5, 2017, the aggregate number of Common Shares that may be sold pursuant to this Agreement and the February 2016 Sales Agreements shall not exceed 5,868,697 shares. The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-216102), including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each 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 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”). The Company will furnish to Agent, which is for use by Agent, copies of the prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectus, as each may be supplemented, if at all, supplemented by any prospectus supplement, relating to the Placement SharesProspectus Supplement. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivedeclared effective by the Commission, 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, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).Registration

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 CowenSVB Leerink, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000200,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen SVB Leerink shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen SVB Leerink will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, being filed by the Company and after such Registration Statement has been declared which will become automatically effective by under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On The Registration Statement will be an “automatic shelf registration statement” (as defined in Rule 405) and the date of this Agreement, Placement Shares have been and remain eligible for registration by the Company on such automatic shelf registration statement. The Company has filed, filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a an automatic shelf registration statement on Form S-3 including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished to CowenSVB Leerink, for use by CowenSVB Leerink, copies of the Base Prospectus and Sales Prospectusbase prospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such base 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto system (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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,00040,000,000 (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. 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 (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including (a) a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)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”). The Company has prepared ) and (b) a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the base prospectus included as part of such registration statement. The Company has furnished will furnish to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementthe 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 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus The base prospectus and the Sales ProspectusProspectus Supplement, including all documents incorporated therein by reference, included in the Registration Statement, as they the same may be supplemented by one or more any additional prospectus supplementssupplement, in the form in which such prospectus and/or Sales 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (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, the Agent up to $50,000,000 shares of common stock (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”); provided, having an aggregate however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that (a) exceeds the number or dollar amount of shares of Common Stock registered pursuant to the Registration Statement (as defined below), pursuant to which the offering price will be made or (b) exceeds the number of up to $50,000,000authorized but unissued and unreserved shares of Common Stock of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number amount of shares of Common Stock Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, Company and Cowen that Agent shall have no obligation in connection with such compliance. The issuance and sale of Common Stock Placement Shares through Cowen Agent will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after at no earlier time than such time as the Registration Statement has shall have been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 S-3, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference certain documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange Act”)thereunder. The Company has prepared a sales prospectus specifically relating supplement to the base prospectus included as part of the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Sales ProspectusProspectus Supplement”). The Company will furnish to the Agent, which is for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company has furnished may file one or more additional registration statements from time to Cowen, for use by Cowen, copies of the Base Prospectus time that will contain a base prospectus and Sales Prospectus, as each may be supplemented, if at all, by any related prospectus or prospectus supplement, relating if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it becomes effectivestatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, including any registration statement filed pursuant to Rule 462(b)Act Regulations, is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe base prospectus or base prospectuses, including all documents incorporated therein by referencereference therein, included in the Registration Statement, as they it may be supplemented supplemented, if necessary, by one or more additional prospectus supplementsthe Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Sales Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ActAct Regulations, together with any “issuer free writing prospectus,” issued Issuer Free Writing Prospectus(es) (as defined in Rule 433 of the Securities Act regulations (“Rule 433”), relating to the Placement Shares that (i) is 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 StatementStatement or the Prospectus, the including any Prospectus Supplement or any amendment or supplement thereto Issuer Free Writing Prospectus, shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission deemed to be Exchange Act on or after the most-recent effective date of the Registration Statement or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any the most recent copy filed with the Commission pursuant to the its Electronic Data Gathering Analysis and Retrieval System System, or any successor thereto 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 “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having for an aggregate offering price of up to $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 number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 S-3, including a base preliminary sales agreement prospectus (the “Base Preliminary Sales Agreement Prospectus”) and Sales Prospectus (as defined below), each specifically relating to 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 prepared a sales prospectus specifically relating to the Placement Shares (the “Sales Prospectus”), which is included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Preliminary Sales Agreement Prospectus included as part of such registration statement, and Sales Prospectuswill, as each may be supplementedfollowing the effectiveness of the Registration Statement, if at all, by any furnish to Cowen a final sales agreement prospectus supplement, specifically relating to the Placement SharesShares (the “Final Sales Agreement Prospectus”). Except where the context otherwise requires, such registration statement, as amended when it becomes became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the The Final Sales Agreement Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they may be supplemented by one or more additional prospectus supplements, in the form in which such prospectus and/or Final Sales Agreement Prospectus 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 defined in Rule 433 of under the Securities Act regulations (“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 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 or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. On the date of this Agreement, the The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations thereunder (collectively, the “Securities Act RegulationsAct”), with the Commission a registration statement on Form S-3 (File No. 333-231577), which was declared effective on May 28, 2019, including a base prospectus (the “Base Prospectus”) and Sales Prospectus (as defined below)prospectus, each relating to the Common StockPlacement Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared will prepare and file a sales prospectus supplement specifically relating to the Placement Shares (the “Sales ProspectusProspectus Supplement”), which is ) to the prospectus specifically relating to the Placement Shares included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the Base Prospectus and Sales Prospectusprospectus included as part of such registration statement, as each may be supplemented, if at all, supplemented by any prospectus supplementa Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents ​ filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, including any registration statement filed pursuant to Rule 462(b), is herein called the “Registration Statement.” Together, the Base Prospectus and the Sales ProspectusThe prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as they it may be supplemented by one or more additional prospectus supplementsa 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 defined in Rule 433 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 in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to via the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively, “XXXXX”).