Common use of Placements Clause in Contracts

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares Shares (which may be expressed as a percentage of Common Stock volume) to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) day and any the minimum price below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement NoticeNotice or intraday by oral agreement (as subsequently confirmed by e-mail), or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent Xxxxx-Xxxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing of the parameters in accordance with which it desires the Common Stock to be soldproposed terms of such Placement, which shall include at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be mademade (which time period, for the avoidance of doubt, shall consist solely of Trading Day(s) (as defined below)), any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxx-Xxxxxx set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Xxxxx-Xxxxxx declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company within one Business Day (as defined below) from the time the Placement Notice is received, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Xxxxx-Xxxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Xxxxx-Xxxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent Xxxxx-Xxxxxx and the Sales Agent Xxxxx-Xxxxxx does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one (1) Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Cowen set forth on Schedule 2, as such Schedule 2 may be amended in writing from time to timetime in accordance herewith. The Placement Notice shall be effective upon receipt by the Sales Agent Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in the Company’s sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on contained in the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Cowen in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does Cowen that is not decline such Placement Notice declined by Cowen pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares any of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it the Fund will notify the Sales Agent CF&Co by email telephonic or e-mail notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued Shares (the “Placement Shares”)) requested to be sold or the gross proceeds to be raised in a given period, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and given period, any minimum price below which sales may not be mademade or any minimum price requested for sales in a given period and any other instructions relevant to such requested sales (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1, which request shall be confirmed by CF&Co. The Subsequent to any Placement Notice that the Fund originates via telephone, it will, as soon as reasonably practicable, but in no case longer than one Trading Day (as defined below), send an e-mail notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company Fund (or its designee) set forth on Schedule 2 (with a copy to each of the other individuals from the Company Fund listed on such scheduleSchedule), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to CF&Co does not affirmatively accept the terms contained therein within one hour of receipt of such Placement Notice, for any reason, in its sole discretion, (ii) the entire amount date on which all of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement NoticeNotice or sales thereunder, (iv) in accordance with the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Noticenotice requirements set forth in Section 4, CF&Co suspends sales thereunder or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent CF&Co in connection with the sale of the Placement Shares effected through the Sales Agent, as agent, CF&Co shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any of the Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent [Agent] by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price per share below which sales may not be mademade (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent [Agent] set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent [Agent] unless and until (i1) in accordance with the notice requirements set forth in Section 4herein, the Sales Agent [Agent] declines to accept the terms contained therein for any reason, in its sole discretion, (ii2) the entire amount of the Placement Shares have been sold, (iii3) in accordance with the notice requirements set forth in Section 4herein, the Company suspends or terminates the Placement Notice, (iv4) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v5) the Agreement has been terminated under the provisions of Section 1114 or (6) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent [Agent] in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent [Agent] will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent [Agent] and the Sales Agent [Agent] does not decline the terms of such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement Section 2 and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares any of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it the Company will notify the Sales Agent CF&Co by email telephonic or e-mail notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued the Shares (the “Placement Shares”)) requested to be sold or the gross proceeds to be raised in a given period, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock the Shares that may be sold in any one Trading Day (as defined in Section 3) and given period, any minimum price below which sales may not be mademade or any minimum price requested for sales in a given period and any other instructions relevant to such requested sales (a “Placement Notice”), a which request shall be confirmed by CF&Co, the form of which containing such minimum sales parameters necessary confirmation is attached hereto as Schedule 1. The Subsequent to any Placement Notice that the Company originates via telephone, it will, within two (2) Trading Days (as defined below), send an e-mail notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount date on which all of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice or sales thereunder, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, CF&Co suspends sales thereunder or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent CF&Co in connection with the sale of the Placement Shares effected through the Sales Agent, as agent, CF&Co shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any of the Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Rxxxxxx Jxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 33 below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Rxxxxxx Jxxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by the Sales Agent Rxxxxxx Jxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Rxxxxxx Jxxxx declines to accept the terms contained therein for any reason, in its sole discretion, and Rxxxxxx Jxxxx provides notice thereof to the Company within one business day, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends suspends, cancels or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Rxxxxxx Jxxxx in connection with the sale of the Placement Shares through shall be 2% of the Sales Agentgross proceeds from the sales of the Placement Shares sold pursuant to this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors or duly authorized committee thereof, and notified to Rxxxxxx Jxxxx in writing, nor shall the Company cause or request the offer or sale of any Placement Shares in a number or with an aggregate gross or net sales price in excess of the number or aggregate gross or net sales price, as agentthe case may be, shall authorized from time to time to be as set forth issued and sold under this Agreement, in Schedule 3each case by the Company’s board of directors or duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on The Nasdaq Global Market (the “Exchange”), or in excess of the number or amount of Shares available for issuance on the Registration Statement. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Rxxxxxx Jxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth aboveRxxxxxx Jxxxx, receipt of which is promptly confirmed by Rxxxxxx Jxxxx, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) ), and any minimum price below which sales may not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The Exhibit A. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its their respective, sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 31. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Notwithstanding anything to the contrary contained herein, no Placement Notice shall be delivered by the Company at any such time as the Company’s directors and officers would not be permitted to buy or sell shares in the open market because of the existence of material nonpublic information or applicable blackout periods (such as under the Company’s xxxxxxx xxxxxxx policy). In the event of a conflict between the terms of this Agreement and the terms of a the Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the partiesparties hereto) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number or dollar amount of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number or dollar amount of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, discretion (ii) the entire amount of the Placement Shares have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price per share below which sales may not be mademade (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent CF&Co unless and until (i1) in accordance with the notice requirements set forth in Section 4herein, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii2) the entire amount of the Placement Shares have been sold, (iii3) in accordance with the notice requirements set forth in Section 4herein, the Company suspends or terminates the Placement Notice, (iv4) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v5) the Agreement has been terminated under the provisions of Section 1113 or (6) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent CF&Co in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline the terms of such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement Section 2 and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares any of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it the Company will notify the Sales Agent CF&Co by email telephonic or e-mail notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued the Shares (the “Placement Shares”)) requested to be sold or the gross proceeds to be raised in a given period, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock the Shares that may be sold in any one Trading Day (as defined in Section 3) and given period, any minimum price below which sales may not be mademade or any minimum price requested for sales in a given period and any other instructions relevant to such requested sales (a “Placement Notice”), a which request shall be confirmed by CF&Co, the form of which containing such minimum sales parameters necessary confirmation is attached hereto as Schedule 1. The Subsequent to any Placement Notice that the Company originates via telephone, it will, within two Trading Days (as defined below), send an e-mail notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount date on which all of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice or sales thereunder, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, CF&Co suspends sales thereunder or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent CF&Co in connection with the sale of the Placement Shares effected through the Sales Agent, as agent, CF&Co shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any of the Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Sales Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, ; a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales such Designated Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales such Designated Agent unless and until until: (i) in accordance with the notice requirements set forth in Section 4, the Sales such Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, ; (ii) the entire amount of the Placement Shares have been sold, ; (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion; (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, ; or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales such Designated Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales a Designated Agent and the Sales such Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Part I of Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedulePart I of Schedule 3), and shall be addressed to each of the individuals from the Sales Agent set forth on Part II of Schedule 23, as such Schedule 2 3 may be amended updated from time to timetime with respect to the individuals of each party by such party providing written notice to the other parties of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination shall be conveyed to the Company within 24 hours of the Placement Notice, (ii) the entire amount of the Placement Shares have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Manager, on behalf of the Trust, wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Units hereunder (each, a “Placement”), it the Manager will notify one of the Sales Agent Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued (the “Placement Shares”)Units, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Units that may be sold in any one Trading Day (as defined in Section 3below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1“A”. The Placement Notice shall originate from any of the individuals from the Company Manager set forth on Schedule 2 “C” (with a copy to each of the other individuals from the Company Manager listed on such schedule), and shall be addressed to each of the individuals from the Sales Designated Agent set forth on Schedule 2“C”, as such Schedule 2 “C” may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice to the individuals from the Manager set forth on Schedule “C”, (ii) the entire amount of the Placement Shares Units thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4Manager, on behalf of the Company Trust, suspends or terminates the Placement Notice, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company Trust, or the Manager, on behalf of the Trust, to the Sales Designated Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, Units shall be as calculated in accordance with the terms set forth in Schedule 3“B”. It is expressly acknowledged and agreed that neither the Company Manager, on behalf of the Trust, nor the Sales Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Manager, on behalf of the Trust, delivers a Placement Notice to the Sales Designated Agent and the Sales Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Sales Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales such Designated Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales such Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales such Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales such Designated Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales a Designated Agent and the Sales such Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Securities hereunder (each, a “Placement”), it will notify the Sales Agent Jefferies by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Securities to be sold, which shall at a minimum include the number of shares of Common Stock Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Securities that may be sold in any one Trading Day (as defined in Section 3below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)Exhibit B, and shall be addressed to each of the individuals from the Sales Agent Jefferies set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The If Jefferies wishes to accept such proposed terms included in the Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines which it may decline to accept the terms contained therein do so for any reason, reason in its sole discretion), (ii) the entire amount of the Placement Shares have been soldor, (iii) in accordance following discussions with the notice requirements set forth in Section 4Company wishes to accept amended terms, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Jefferies shall confirm such Placement Notice with parameters superseding those on by email notice (or other method mutually agreed to in writing by the earlier dated parties) addressed to the person from whom such Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11Notice was received. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Agents in connection with the sale of the Placement Shares through the Sales Agent, as agent, Securities shall be as set forth calculated in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever accordance with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth abovein Exhibit C. If the Company wishes to issue and sell the Placement Securities to Jefferies as principal, and then only upon it will notify Jefferies of the proposed terms specified therein and hereinof such Placement in the Placement Notice. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent CF&Co by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 2A (with a copy to each of the other individuals from distribution list for the Company listed on such scheduleSchedule 2B), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 22C, as such Schedule 2 2C may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent CF&Co in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Cowen set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on in the earlier dated Placement NoticeNotice for any reason, in its sole discretion, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Cowen in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent Cowen and the Sales Agent Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method methods mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) ), and any minimum price below which sales may not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The A Placement Notice shall must originate from any two of the three individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (iib) the entire amount of the Placement Shares have has been sold, (iiic) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivd) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (e) the Agent declines or continues to make sales under an existing Placement Notice for any reason, in its sole discretion, or (vf) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Xxxxx by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall shall, at a minimum minimum, include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxx set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Xxxxx unless and until (i) in accordance with the notice requirements requirement set forth in Section 44 and within one Business Day (as defined herein) of its receipt of the Placement Notice, the Sales Agent Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent Xxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent Xxxxx and the Sales Agent Xxxxx does not decline decline, within the time period specified above, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “"Placement”"), it will notify the Sales Agent by email notice (or other method methods mutually agreed to in writing by the parties) (a “"Placement Notice”") containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) ), and any minimum price below which sales may not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The A Placement Notice shall must originate from any two of the three individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (iib) the entire amount of the Placement Shares have has been sold, (iiic) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivd) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (e) the Agent declines or continues to make sales under an existing Placement Notice for any reason, in its sole discretion, or (vf) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from for the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares under the Placement Notice thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Section 2 or Section 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent CF&Co by email e-mail notice (a “Placement Notice”), or other method mutually agreed to in writing by the parties) (a “Placement Notice”) , containing the parameters in accordance with which it the Fund desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, the amount of compensation proposed to be paid by the Fund to CF&Co, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day day and the effective Minimum Daily Price (as defined in Section 3below) and any minimum price below which sales may not be made, a . A form of which Placement Notice containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund (or its designee) set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)2, and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime upon the mutual agreement of the parties. The Placement Notice shall be effective upon receipt by the Sales Agent CF&Co unless and until (i) in accordance with within the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein within two (2) Trading Days of receipt of such Placement Notice, for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent in connection CF&Co with the sale respect to each Placement shall not exceed two percent (2%) of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3gross proceeds for each Placement. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock the Ordinary Shares through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Ordinary Shares to be sold, which shall at a minimum include the number of shares of Common Stock Ordinary Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Ordinary Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method methods mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) ), and any minimum price below which sales may not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The A Placement Notice shall must originate from any one of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (iib) the entire amount of the Placement Shares have has been sold, (iiic) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivd) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (e) the Agent declines or continues to make sales under an existing Placement Notice for any reason, in its sole discretion, or (vf) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Designated Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day, and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such the schedule), ) and shall will be addressed to each of the individuals from the Sales Designated Agent that are set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall will be effective upon receipt by the Sales Agent unless and until until: (ia) in accordance with the notice requirements set forth in Section 4, the Sales Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, ; (iib) the entire amount of the Placement Shares thereunder have been sold, ; (iiic) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, ; or (vd) the Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Sales Designated Agent in connection with the sale of the Placement Shares through will be calculated in accordance with the Sales Agent, as agent, shall be as terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither Neither the Company nor the Sales Designated Agent will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Designated Agent and the Sales Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.. On any Trading Day, the Company may sell Placement Shares through only one Agent

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 33(a)) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent CF&Co in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day day and the effective Minimum Daily Price (as defined in Section 3below) and any minimum price below which sales may not be made, made (a “Placement Notice”). A form of which Placement Notice containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund (or its designee) set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)2, and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime upon the mutual agreement of the parties. The Placement Notice shall be effective upon receipt by the Sales Agent CF&Co unless and until (i) in accordance with within the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent CF&Co shall be calculated in connection accordance with the sale of the Placement Shares through the Sales Agent, as agent, shall be as terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that In reliance upon the representations, warranties and agreements herein contained, and subject to the terms and conditions set forth herein, the parties agree as follows: (a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the Commitment Period on which (i) the conditions set forth in Section 9 hereof have been satisfied and (ii) with respect to any Forward, no event described in clause (x) or clause (y) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company wishes to may issue (in the case of an Issuance) and sell shares of Common Stock through or cause to be sold the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify by the Sales Agent by delivery of an email notice to Agent (in the case of an Issuance) or other method mutually agreed to the Forward Seller and the Forward Purchaser (in writing by the parties) (case of a “Placement Notice”Forward) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at specify whether it relates to an “Issuance” or a minimum “Forward” and include the maximum number of shares of Common Stock Shares to be issued sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and day, any minimum price below which sales may not be mademade or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Agent or the Sales Agent Forward Seller and the Forward Purchaser, as applicable, set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. (b) If Agent or the Forward Seller and the Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, Agent or the Forward Seller and the Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Agent or the Forward Seller and the Forward Purchaser, as applicable, issue to the Company a notice by email addressed to all of the individuals from the Company and Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B) setting forth the terms that Agent or the Forward Seller and the Forward Purchaser, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Agent or the Forward Seller and the Forward Purchaser, as applicable, until the Company delivers to Agent or the Forward Seller and the Forward Purchaser, as applicable, an acceptance by email of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Sales Company or Agent’s or the Forward Seller’s and the Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by Agent or the Forward Seller and the Forward Purchaser, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4prior paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (viv) the this Agreement has been terminated under the provisions of Section 11. The amount of 13 or (v) any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with party shall have suspended the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3accordance with Section 4 below. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and either (i) Agent accepts the Sales Agent does not decline terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. It is expressly acknowledged and agreed that the Company, the Forward Seller and the Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Forward Seller and the Forward Purchaser and either (i) the Forward Seller and the Forward Purchaser accept the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (c) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period, no Placement Notice may be delivered hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless the Shares to be sold under all such previously delivered Placement Notices have all been sold, no Placement Notice may be delivered hereunder or under any Alternative Distribution Agreement if any Selling Period specified therein may overlap in whole or in part with any Unwind Date under any Forward Contract entered into between the Company and the Forward Purchaser or any Alternative Agent and no Placement Notice specifying that it relates to a “Forward” may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Stock is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period or (y) such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder and under any Alternative Distribution Agreements, would result in the aggregate Capped Number under all Forward Contracts entered into or to be entered into between the Company and the Forward Purchaser and any Forward Contracts entered into between the Company and any Alternative Agent exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by an Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile or email addressed to all of the individuals from the Company and Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Securities hereunder (each, a “Placement”), it will notify the Sales Agent Rxxxxxx Jxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”parties hereto) containing the parameters in accordance with which it desires the Common Stock Securities to be sold, which shall at a minimum include the number of shares of Common Stock Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Securities that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price per share below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Rxxxxxx Jxxxx set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. If Rxxxxxx Jxxxx wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Rxxxxxx Jxxxx will, prior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to Rxxxxxx Jxxxx, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties hereto) addressed to all of the individuals from the Company and Rxxxxxx Jxxxx set forth on Exhibit B) setting forth the terms that Rxxxxxx Jxxxx is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Rxxxxxx Jxxxx until the Company delivers to Rxxxxxx Jxxxx an acceptance by email (or other method mutually agreed to in writing by the parties hereto) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Rxxxxxx Jxxxx set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Sales Agent Company of Rxxxxxx Jxxxx’ acceptance of the terms of the Placement Notice or upon receipt by Rxxxxxx Jxxxx of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4this paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (viv) the this Agreement has been terminated under the provisions of Section 1112 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Rxxxxxx Jxxxx, when Rxxxxxx Jxxxx is acting as agent, in connection with the sale of the Placement Shares through Securities shall be calculated in accordance with the Sales Agentterms set forth in Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to Rxxxxxx Jxxxx and the other terms and conditions, when Rxxxxxx Jxxxx is acting as agentprincipal, in connection with the sale of the Placement Securities shall be as set forth in Schedule 3separately agreed among the parties hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Rxxxxxx Jxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to Rxxxxxx Jxxxx and either (i) Rxxxxxx Jxxxx accepts the Sales Agent and the Sales Agent does not decline terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify an Agent (the Sales Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company whose names are set forth on Schedule 2 (with a copy to each of the other individuals from the Company whose names are listed on such schedule), and shall be addressed to each of the individuals from the Sales Designated Agent whose names are set forth on Schedule 2, as such Schedule 2 may be amended in writing from time to time. The Placement Notice shall be effective upon receipt by the Sales Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice to the Designated Agent with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Designated Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Designated Agent and the Sales Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that (a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the Commitment Period on which (i) the conditions set forth in Section 9 hereof have been satisfied and (ii) with respect to any Forward, no event described in clause (x) or clause (y) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company wishes to issue (in the case of an Issuance) and sell shares of Common Stock through the Sales Agent, as agent, Securities hereunder (each, a “Placement”), it will notify the Sales Agent by delivery of an email notice (or other method mutually agreed to in writing by the parties) to the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a “Placement Notice”Forward) containing the parameters in accordance with which it desires the Common Stock Securities to be sold, which shall at a minimum specify whether it relates to an “Issuance” or a “Forward” and include the number of shares of Common Stock Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Securities that may be sold in any one Trading Day (as defined in Section 3) and day, any minimum price below which sales may not be mademade or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. (b) If the Manager or the Forward Seller and the Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, the Manager or the Forward Seller and the Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to the Manager or the Forward Seller and the Forward Purchaser, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and the Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B) setting forth the terms that the Manager or the Forward Seller and the Forward Purchaser, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Manager or the Forward Seller and the Forward Purchaser, as applicable, until the Company delivers to the Manager or the Forward Seller and the Forward Purchaser, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Sales Agent Company of the Manager’s or the Forward Seller’s and the Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by the Manager or the Forward Seller and the Forward Purchaser, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4prior paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (viv) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission 13 or other compensation to be paid by the Company to the Sales Agent in connection with (v) either party shall have suspended the sale of the Placement Shares through Securities in accordance with Section 4 below. The termination of the Sales Agent, as agent, shall be effectiveness of a Placement Notice as set forth in Schedule 3the prior sentence shall not affect or impair any party’s obligations with respect to any Securities sold hereunder prior to such termination or any Securities sold under any Alternative Distribution Agreement (including, in the case of any Forward Hedge Securities, the obligation to enter into the resulting Forward Contract). It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Manager will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Sales Agent Manager and either (i) the Sales Agent does not decline Manager accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. It is expressly acknowledged and agreed that the Company, the Forward Seller and the Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Forward Seller and the Forward Purchaser and either (i) the Forward Seller and the Forward Purchaser accept the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (c) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period, no Placement Notice may be delivered hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless the Securities to be sold under all such previously delivered Placement Notices have all been sold; no Placement Notice may be delivered hereunder or under any Alternative Distribution Agreement if any Selling Period specified therein may overlap in whole or in part with any Unwind Date under any Forward Contract entered into between the Company and the Forward Purchaser or any Alternative Manager; and no Placement Notice specifying that it relates to a “Forward” may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Stock is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period or (y) such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder and under any Alternative Distribution Agreements, would result in the sum of the number of shares of Common Stock issued under all Forward Contracts (whether with a Forward Purchaser or any Alternative Manager) that have settled, plus the Capped Numbers under all Forward Contracts then outstanding or to be entered into between the Company and the Forward Purchaser and any Forward Contracts then outstanding between the Company and any Alternative Manager exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile or email addressed to all of the individuals from the Company and the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B.

Placements. Each time that the Company wishes to issue and sell shares of the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one (1) Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Shares, either under this Agreement or pursuant to a Placement Notice, have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (v) CF&Co declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion, or (vvi) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent CF&Co in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company amends, supersedes, suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Securities hereunder (each, a “Placement”), it will notify the Sales Agent MLV by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Securities to be soldsold (a “Placement Notice”), which shall at a minimum include the number of shares of Common Stock Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Securities that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent MLV set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the all Placement Shares Securities have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the sale of the Placement NoticeSecurities in accordance with Section 4 below, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The compensation payable by the Company to MLV, when MLV is acting as agent, in connection with the sale of the Placement Securities shall be up to 2.00% of the gross sales price of the Placement Securities sold pursuant to this Agreement. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to the Sales Agent MLV, when MLV is acting as principal, in connection with the sale of the Placement Shares through the Sales Agent, as agent, Securities shall be as set forth in Schedule 3separately agreed among the parties hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Sales Agent MLV and the Sales Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent X. Xxxxx Securities by email notice electronic mail (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent X. Xxxxx Securities set forth on Schedule 23, as such Schedule 2 3 may be amended from time to timetime by each party, with respect to the individuals and/or electronic mail addresses identified for such party, by written notice to the other party. The Placement Notice shall be effective immediately upon receipt by the Sales Agent X. Xxxxx Securities unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent X. Xxxxx Securities declines to accept the terms contained therein for any reason, in its sole discretion, by written notice to the Company, (ii) the entire amount of the Placement Shares have thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or X. Xxxxx Securities suspends or terminates the Placement NoticeNotice under the provisions of Section 4 hereof, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier earlier-dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113 hereof. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent X. Xxxxx Securities in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32 hereto. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent X. Xxxxx Securities will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent X. Xxxxx Securities and the Sales Agent X. Xxxxx Securities does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement Sections 2 or 3 hereof and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and any the minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company or the Manager set forth on Schedule 2 (with a copy to each of the other individuals from the Company or the Manager listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime with respect to either party. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1114. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Xxxxx by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall shall, at a minimum minimum, include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and day, any minimum price below which sales may not be mademade and the discount, commission or other compensation to be paid by the Fund to Xxxxx (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxx set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Xxxxx unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, Xxxxx, within one (1) Business Day (as defined below) of its receipt of the Sales Agent Placement Notice, declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund or Xxxxx suspends or terminates the sale of Placement Shares related to such Placement Notice, (iv) the Company issues Fund delivers a subsequent Placement Notice to Xxxxx with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent Xxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms set forth in Schedule 2, unless superseded by the terms and conditions as set forth in Schedule 3the applicable Placement Notice. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent Xxxxx and the Sales Agent Xxxxx does not decline decline, within the time period specified above, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Securities hereunder (each, a “Placement”), it will notify the Sales Agent Mitsubishi by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Securities to be sold, which shall at a minimum include the number of shares of Common Stock Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Securities that may be sold in any one Trading Day (as defined in Section 3below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)Exhibit B, and shall be addressed to each of the individuals from the Sales Agent Mitsubishi set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The If Mitsubishi wishes to accept such proposed terms included in the Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines which it may decline to accept the terms contained therein do so for any reason, reason in its sole discretion), (ii) the entire amount of the Placement Shares have been soldor, (iii) in accordance following discussions with the notice requirements set forth in Section 4Company wishes to accept amended terms, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Mitsubishi shall confirm such Placement Notice with parameters superseding those on by email notice (or other method mutually agreed to in writing by the earlier dated parties) addressed to the person from whom such Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11Notice was received. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Agents in connection with the sale of the Placement Shares through the Sales Agent, as agent, Securities shall be as set forth calculated in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever accordance with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth abovein Exhibit C. If the Company wishes to issue and sell the Placement Securities to Mitsubishi as principal, and then only upon it will notify Mitsubishi of the proposed terms specified therein and hereinof such Placement in the Placement Notice. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that (a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the Commitment Period on which (i) the conditions set forth in Section 9 hereof have been satisfied and (ii) with respect to any Forward, no event described in clause (x) or clause (y) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company wishes to may issue (in the case of an Issuance) and sell shares of Common Stock through or cause to be sold the Sales Agent, as agent, Securities hereunder (each, a “Placement”), it will notify the Sales Agent by delivery of an email notice (or other method mutually agreed to in writing by the parties) to the Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a “Placement Notice”Forward) containing the parameters in accordance with which it desires the Common Stock Securities to be sold, which shall at a minimum specify whether it relates to an “Issuance” or a “Forward” and include the maximum number of shares of Common Stock Securities to be issued sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Securities that may be sold in any one Trading Day (as defined in Section 3) and day, any minimum price below which sales may not be mademade or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. (b) If the Agent or the Forward Seller and the Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, the Agent or the Forward Seller and the Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to the Agent or the Forward Seller and the Forward Purchaser, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and the Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B) setting forth an acceptance of terms in the Company’s Placement Notice or such amended or other terms that the Agent or the Forward Seller and the Forward Purchaser, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Agent or the Forward Seller and the Forward Purchaser, as applicable, until the Company delivers to the Agent or the Forward Seller and the Forward Purchaser, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Sales Company of the Agent’s or the Forward Seller’s and the Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by the Agent or the Forward Seller and the Forward Purchaser, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4prior paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement NoticeNotice and such Placement Notice (as amended by the corresponding Acceptance, or if applicable) has been accepted in accordance with the requirements set forth above, (viv) the this Agreement has been terminated under the provisions of Section 11. The amount of Sections 9 and 13 or (v) any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with party shall have suspended the sale of the Placement Shares through Securities in accordance with Section 4 below. The termination of the Sales Agent, as agent, shall be effectiveness of a Placement Notice as set forth in Schedule 3the prior sentence shall not affect or impair any party’s obligations with respect to any Securities sold hereunder prior to such termination or any Securities sold under any Alternative Distribution Agreement (including, in the case of any Forward Hedge Securities, the obligation to enter into the resulting Forward Contract). It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Sales Agent and either (i) the Sales Agent does not decline accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. It is expressly acknowledged and agreed that the Company, the Forward Seller and the Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Forward Seller and the Forward Purchaser and either (i) the Forward Seller and the Forward Purchaser accept the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (c) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period, no Placement Notice may be delivered hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless the Securities to be sold under all such previously delivered Placement Notices have all been sold; no Placement Notice may be delivered hereunder or under any Alternative Distribution Agreement if any Selling Period specified therein may overlap in whole or in part with any Unwind Date under any Forward Contract entered into between the Company and the Forward Purchaser or any Alternative Agent; and no Placement Notice specifying that it relates to a “Forward” may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Stock is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period or (y) such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder and under any Alternative Distribution Agreements, would result in the sum of the number of shares of Common Stock issued under all Forward Contracts (whether with a Forward Purchaser or any Alternative Agent) that have settled, plus the Capped Numbers under all Forward Contracts then outstanding or to be entered into between the Company and the Forward Purchaser and any Forward Contracts then outstanding between the Company and any Alternative Agent exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by an Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile or email addressed to all of the individuals from the Company and the Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or the Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B.

Placements. Each time that the Company wishes wishes, in its sole discretion, to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent XX Xxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number or dollar amount of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent XX Xxxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent XX Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent XX Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, provided that any such declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement NoticeNotice for any reason in its sole discretion, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent XX Xxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent XX Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent XX Xxxxx and the Sales Agent XX Xxxxx does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent BTIG by email notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing of the parameters in accordance with which it desires the Common Stock amount of Shares requested to be sold, which shall at a minimum include sold or the number of shares of Common Stock gross proceeds to be issued (the “Placement Shares”)raised in a given time period, the time period during which sales are requested to be made, any limitation on the number amount of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and single day, any minimum price below which sales may not be mademade or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The A Placement Notice shall originate from any of the individuals from individual representatives of the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)3, and shall be addressed to each of the individuals from the Sales Agent individual representatives of BTIG set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Provided the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) BTIG, in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion (which shall not be deemed a breach of BTIG’s agreement herein), (ii) the entire amount of the Placement Shares thereunder have been soldsold or the aggregate Shares sold under this Agreement equals the Maximum Amount, whichever occurs first, (iii) the Company, in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice or sales thereunder, (iv) BTIG, in accordance with the notice requirements set forth in Section 4, suspends sales under the Placement Notice, (ivv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, Notice or (vvi) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent BTIG in connection with the sale of the Placement Shares effected through the Sales AgentBTIG, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent BTIG will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent BTIG and the Sales Agent BTIG does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (means of a telephone call or other method mutually agreed to in writing by the partiesparties (confirmed promptly by email notice) (a “Placement Notice”) containing ), such notice to include the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and any the minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company or the Manager set forth on Schedule 2 (with a copy to each of the other individuals from the Company or the Manager listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime with respect to either party. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1114. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Sales of the Shares, if any, shall be made through only one Placement Agent on any given day, and the Company shall in no event request that the Agent or the Alternative Placement Agents sell Shares on the same day. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that (a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the Commitment Period on which (i) the conditions set forth in Section 10 hereof have been satisfied and (ii) with respect to any Forward, no event described in clause (x) or clause (y) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company wishes to issue (in the case of an Issuance) and sell shares of Common Stock through the Sales Agent, as agent, Securities hereunder (each, a “Placement”), it will notify the Sales Agent by delivery of an email notice (or other method mutually agreed to in writing by the parties) to the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a “Placement Notice”Forward) containing the parameters in accordance with which it desires the Common Stock Securities to be sold, which shall at a minimum specify whether it relates to an “Issuance” or a “Forward” and include the number of shares of Common Stock Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Securities that may be sold in any one Trading Day (as defined in Section 3) and day, any minimum price below which sales may not be mademade or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. (b) If the Manager or the Forward Seller and the Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, the Manager or the Forward Seller and the Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to the Manager or the Forward Seller and the Forward Purchaser, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and the Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B) setting forth the terms that the Manager or the Forward Seller and the Forward Purchaser, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Manager or the Forward Seller and the Forward Purchaser, as applicable, until the Company delivers to the Manager or the Forward Seller and the Forward Purchaser, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Manager or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Sales Agent Company of the Manager’s or the Forward Seller’s and the Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by the Manager or the Forward Seller and the Forward Purchaser, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount second sentence of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4prior paragraph, the Company suspends or terminates the Placement Notice, (iviii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (viv) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission 14 or other compensation to be paid by the Company to the Sales Agent in connection with (v) either party shall have suspended the sale of the Placement Shares through Securities in accordance with Section 4 below. The termination of the Sales Agent, as agent, shall be effectiveness of a Placement Notice as set forth in Schedule 3the prior sentence shall not affect or impair any party’s obligations with respect to any Securities sold hereunder prior to such termination or any Securities sold under any Alternative Distribution Agreement (including, in the case of any Forward Hedge Securities, the obligation to enter into the resulting Forward Contract). It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Manager will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Sales Agent Manager and either (i) the Sales Agent does not decline Manager accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. It is expressly acknowledged and agreed that the Company, the Forward Seller and the Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to the Forward Seller and the Forward Purchaser and either (i) the Forward Seller and the Forward Purchaser accept the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (c) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period; no Placement Notice may be delivered hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless the Securities to be sold under all such previously delivered Placement Notices have all been sold; no Placement Notice may be delivered hereunder or under any Alternative Distribution Agreement if any Selling Period specified therein may overlap in whole or in part with any Unwind Date under any Forward Contract entered into between the Company and the Forward Purchaser or any Alternative Manager; and no Placement Notice specifying that it relates to a “Forward” may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Stock is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period or (y) such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder and under any Alternative Distribution Agreements, would result in the sum of the number of shares of Common Stock issued under all Forward Contracts (whether with a Forward Purchaser or any Alternative Manager) that have settled, plus the Capped Numbers under all Forward Contracts then outstanding or to be entered into between the Company and the Forward Purchaser and any Forward Contracts then outstanding between the Company and any Alternative Manager exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile or email addressed to all of the individuals from the Company and the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or the Manager (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number or dollar value of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method methods mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) ), and any minimum price below which sales may not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The A Placement Notice shall must originate from any one of the three individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (ia) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (iib) the entire amount of the Placement Shares have has been sold, (iiic) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivd) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (e) the Agent declines or continues to make sales under an existing Placement Notice for any reason, in its sole discretion, or (vf) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply ) or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include parties of the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in on any one Trading Day (as defined in Section 3below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Agent (with respect to the individuals from the Agent). The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth requirement provided for in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice, have been soldsold and settled in accordance with the terms hereof, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice in accordance with the notice requirements provided for in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Xxxxx by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall shall, at a minimum minimum, include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade and the discount, commission or other compensation to be paid by the Fund to Xxxxx (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxx set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Xxxxx unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, the Sales Agent Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund or Xxxxx suspends or terminates the sale of Placement Shares related to such Placement Notice, (iv) the Company issues Fund delivers a subsequent Placement Notice to Xxxxx with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent Xxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms set forth in Schedule 2, unless superseded by the terms and conditions as set forth in Schedule 3the applicable Placement Notice. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent Xxxxx and the Sales Agent Xxxxx does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time On each Trading Day that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice or by telephone notice followed by email confirmation (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation and sold on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) such day and any minimum price below which sales may shall not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The Exhibit A. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), as amended in writing by the Company from time to time, and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended in writing from time to timetime by the Agent. The Each Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, reason in its sole discretiondiscretion (which notice shall be effective upon transmission), (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates the such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated set forth in such Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 31 and shall not exceed 2.0% of the gross sales price for such Placement Shares. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Notwithstanding anything to the contrary contained herein, no Placement Notice shall be delivered by the Company and, by notice to the Agent given by telephone (confirmed promptly by email), the Company shall cancel any previously delivered Placement Notice, and the Agent shall not be obligated to offer or sell any Placement Shares (a) at any such time as the Company’s directors and officers would not then be permitted to buy or sell securities of the Company in the open market under the Company’s xxxxxxx xxxxxxx policy, (b) at such time when the Company is in possession of material nonpublic information, or (c) at any time from and including the date that is five (5) Business Days before the end of each fiscal quarter through and including the time that the Company files (each, a “Filing Time”) (1) in the case of the Company’s first three fiscal quarters, a Quarterly Report on Form 10-Q that includes the Company’s consolidated financial statements for that fiscal quarter or (2) in the case of the Company’s last fiscal quarter, an Annual Report on Form 10-K that includes the Company’s consolidated financial statements for the prior fiscal year, provided, that, in the event the Company has not issued a press release containing, or otherwise publicly announced, its earnings, revenues or other results of operations for that fiscal quarter at least 24 hours prior to the applicable Filing Time, the restricted period in this clause (c) shall continue through and including the time that is 24 hours after the applicable Filing Time. In the event of a conflict between the terms of this Agreement and the terms of a any Placement Notice, the terms of the such Placement Notice will controlcontrol (unless such Placement Notice is declined, suspended or otherwise terminated in accordance with the terms of this Agreement).

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify one of the Sales Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) (a “of the number or dollar amount of Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the authorized individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), ) and shall be addressed to each of the individuals from the Sales Designated Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which shall be promptly communicated by the Designated Agent to the Company within two (2) Trading Days (defined in Section 3) from the date the Designated Agent receives the Placement Notice, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends sales under or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with and explicitly indicates that the parameters superseding of the subsequent Placement Notice supersede those on parameters contained in the earlier dated Placement Notice, Notice or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Designated Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales any Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Designated Agent and the Sales Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company amends, supersedes, suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made or any maximum price above which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent CF&Co in connection with the sale of the Placement Shares through the Sales Agent, as agent, (other than Shares sold pursuant to a Terms Agreement) shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. (a) Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales designated Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 12. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales such Agent set forth on Schedule 23, as such Schedule 2 3 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales such Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Sales such Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 34. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales an Agent and the Sales such Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Section 2 or Section 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. (b) The Company agrees that an offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through any one Agent on any single given day, and the Company shall in no event request that any other Agent sell the Placement Shares on the same day.

Placements. Each time On each Trading Day that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice or by telephone notice followed by email confirmation (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation and sold on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) such day and any minimum price below which sales may shall not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The Exhibit A. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), as amended in writing by the Company from time to time, and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended in writing from time to timetime by the Agent. The Each Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, reason in its sole discretiondiscretion (which notice shall be effective upon transmission), (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates the such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated set forth in such Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 31 and shall not exceed 2.0% of the gross sales price for such Placement Shares. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Notwithstanding anything to the contrary contained herein, no Placement Notice shall be delivered by the Company at any such time as the Company’s directors and officers would not then be permitted to buy or sell securities of the Company in the open market under the Company’s xxxxxxx xxxxxxx policy or at such time when the Company is in possession of material nonpublic information. In the event of a conflict between the terms of this Agreement and the terms of a any Placement Notice, the terms of the such Placement Notice will controlcontrol (unless such Placement Notice is declined, suspended or otherwise terminated in accordance with the terms of this Agreement).

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “"Placement”"), it will notify the Sales Agent CF&Co by email notice (or other method mutually agreed to in writing by the parties) (a “"Placement Notice”") containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Shares, either under this Agreement or pursuant to a Placement Notice, have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (v) CF&Co declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion, or (vvi) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent CF&Co in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have has been soldsold pursuant to this Agreement, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the Company, in accordance with the notice requirements set forth in Section 4its sole discretion, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Trading Agent (as defined in Section 19 below), on behalf of Wx Xxxxx and MLV, by email notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued Shares (the “Placement Shares”)) to be issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined day or in Section 3) any one transaction and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Agents set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4Trading Agent, the Sales Agent on behalf of Wx Xxxxx and MLV, declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange (as defined below) or any occurrence or event that causes a material adverse change in the operation of the Company, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Agents in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales either Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Trading Agent and the Sales Trading Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent CF&Co by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 in Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from CF&Co and at the Sales Agent email addresses or other contact details, as applicable, set forth on Schedule 2in Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Shares, either the Maximum Amount under this Agreement or pursuant to a Placement Notice, have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (v) CF&Co declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion, or (vvi) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent CF&Co in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Xxxxxxx Xxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 33 below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from the Company and be sent by any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxxxx Xxxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by the Sales Agent Xxxxxxx Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Xxxxxxx Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, and Xxxxxxx Xxxxx provides notice thereof to the Company within one business day, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends suspends, cancels or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Xxxxxxx Xxxxx in connection with the sale of the Placement Shares through shall be 2.0% of the Sales Agentgross proceeds from the sales of the Placement Shares sold pursuant to this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors or duly authorized committee thereof, and notified to Xxxxxxx Xxxxx in writing, nor shall the Company cause or request the offer or sale of any Placement Shares in a number or with an aggregate gross or net sales price in excess of the number or aggregate gross or net sales price, as agentthe case may be, shall authorized from time to time to be as set forth issued and sold under this Agreement, in Schedule 3each case by the Company’s board of directors or duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on The Nasdaq Global Market (the “Exchange”), or in excess of the number or amount of Shares available for issuance on the Registration Statement. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Xxxxxxx Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth aboveXxxxxxx Xxxxx, receipt of which is promptly confirmed by Xxxxxxx Xxxxx, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent XX Xxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent XX Xxxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent XX Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent XX Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason in its sole discretion,, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent XX Xxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent XX Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent XX Xxxxx and the Sales Agent XX Xxxxx does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email Joxxx xy e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall shall, at a minimum minimum, include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set Joxxx xet forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless Joxxx xnless and until (i) in accordance with the notice requirements requirement set forth in Section 44 and within one business day of its receipt of the Placement Notice, the Sales Agent declines Joxxx xeclines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent in Joxxx xn connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent will Joxxx xill have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to Joxxx xnd Joxxx xoes not decline, within the Sales Agent and the Sales Agent does not decline time period specified above, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Xxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Xxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Xxxx declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Shares, either under this Agreement or pursuant to a Placement Shares have Notice, has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (v) Xxxx declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion and gives notice thereof within one Trading Day (as defined below) after its decision to discontinue making sales under such existing Placement Notice, or (vvi) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Xxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Xxxx will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent Xxxx and the Sales Agent Xxxx does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. 3.1 Each time that the Company Corporation wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “"Placement”"), it will notify the Sales applicable Agent or Agents by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “"Placement Notice”) "), containing the parameters in accordance with within which it desires to sell the Common Stock to be soldShares, which shall at a minimum include the number of shares of Common Stock Shares to be issued sold pursuant to this Agreement (the “"Placement Shares”"), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) Day, whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, and any minimum price below which sales may not be made, a form made and the amount of which containing such minimum sales parameters necessary is attached hereto the Placement Fee (as Schedule 1defined below). The Placement Notice shall originate from any of the individuals (each, an "Authorized Representative") from the Company Corporation set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)1 attached hereto, and shall be addressed to each of the respective individuals from the Sales applicable Agent or Agents set forth on Schedule 21 attached hereto, as such Schedule 2 1 may be amended from time to timetime by written notice to each of the parties hereto. The Placement Notice shall be effective upon receipt by delivery to each of the Sales respective individuals from the applicable Agent or Agents unless and until until: (i) in accordance with the notice requirements set forth in Section 4, the Sales applicable Agent or Agents declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 5.1; (ii) the entire amount of the Placement Shares have been sold, ; (iii) the Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Article V or Article XIV, the Company suspends or terminates the Placement Notice, as applicable; (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, ; or (v) the this Agreement has been terminated under the provisions of Section 11Article XIV. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a continuing Placement Notice to any other Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Article V. 3.2 The amount of any discount, commission or other compensation to be paid by the Company Corporation to each Agent with respect to each Placement for which such Agent acted as sales Agent under this Agreement shall be up to or equal to two percent (2%) of the Sales Agent gross proceeds from such Placement (the "Placement Fee"), which amount shall be paid in connection with the same currency as the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. it pertains to. 3.3 It is expressly acknowledged and agreed that neither the Company Corporation nor the Sales Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Corporation delivers a valid Placement Notice to the Sales Agent and the Sales Agent does not decline such applicable Agent, which Placement Notice pursuant to has not been declined, suspended or otherwise terminated in accordance with the terms set forth aboveof this Agreement, and then only upon the terms specified therein and herein. It is also expressly acknowledged that the Agents will be under no obligation to purchase Placement Shares on a principal basis. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlprevail. 3.4 Under no circumstances shall the Corporation deliver a Placement Notice if after giving effect to the issuance of the Placement Shares requested to be issued under such Placement Notice, the aggregate sales price of the Placement Shares sold pursuant to this Agreement would exceed US$50,000,000.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Xxxxxxx Xxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 33 below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from the Company and be sent by any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxxxx Xxxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by the Sales Agent Xxxxxxx Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Xxxxxxx Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, and Xxxxxxx Xxxxx provides notice thereof to the Company within one business day, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends suspends, cancels or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Xxxxxxx Xxxxx in connection with the sale of the Placement Shares through shall be 2.5% of the Sales Agentgross proceeds from the sales of the Placement Shares sold pursuant to this Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors or duly authorized committee thereof, and notified to Xxxxxxx Xxxxx in writing, nor shall the Company cause or request the offer or sale of any Placement Shares in a number or with an aggregate gross or net sales price in excess of the number or aggregate gross or net sales price, as agentthe case may be, shall authorized from time to time to be as set forth issued and sold under this Agreement, in Schedule 3each case by the Company’s board of directors or duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on The Nasdaq Global Market (the “Exchange”), or in excess of the number or amount of Shares available for issuance on the Registration Statement. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Xxxxxxx Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth aboveXxxxxxx Xxxxx, receipt of which is promptly confirmed by Xxxxxxx Xxxxx, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, any Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)and sold, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Cowen set forth on Schedule 2, as such Schedule 2 may be amended in writing from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the applicable number of Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Cowen in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent Cowen and the Sales Agent Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. For the avoidance of doubt and notwithstanding any other provision of this Agreement, the Company may change the individuals designated on Schedule 2 hereof entitled to send a Placement Notice hereunder, and Cowen may change the individuals designated on Schedule 2 hereof to receive a Placement Notice hereunder, by sending written notice of such new designees to the other party in accordance with Section 12 of this Agreement.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines in writing, by any means provided for under Section 13, to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent XX Xxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number or dollar value of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent XX Xxxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent XX Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent XX Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares that may be issued and sold through XX Xxxxx pursuant to this Agreement have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent XX Xxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent XX Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent XX Xxxxx and the Sales Agent XX Xxxxx does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) ), and any minimum price below which sales may shall not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The Exhibit A. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Each Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates the such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated set forth in such Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 31 and shall not exceed 2.0% of the gross sales price for such Placement Shares. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Notwithstanding anything to the contrary contained herein, no Placement Notice shall be delivered by the Company at any such time as (i) the Company’s directors and officers would not be permitted to buy or sell securities of the Company in the open market because of the existence of material nonpublic information or applicable blackout periods (such as under the Company’s xxxxxxx xxxxxxx policy), or (ii) during any period in which the Company is in possession of material non-public information. In the event of a conflict between the terms of this Agreement and the terms of a any Placement Notice, the terms of the such Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Securities hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Securities to be sold, which shall at a minimum include the number of shares of Common Stock Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Securities that may be sold in any one Trading Day (as defined in Section 3below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)Exhibit B, and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by If the Sales Agent unless and until wishes to accept such proposed terms included in the Placement Notice (i) which it may decline to do so for any reason in accordance its sole discretion), or, following discussions with the notice requirements set forth in Section 4Company wishes to accept amended terms, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the shall confirm such Placement Notice, by email notice (ivor other method mutually agreed to in writing by the parties) addressed to the Company issues a subsequent person from whom such Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11was received. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, Securities shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither Exhibit C. If the Company nor wishes to issue and sell the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice Securities to the Sales Agent and as principal, it will notify the Sales Agent does not decline of the proposed terms of such Placement Notice pursuant to in the terms set forth above, and then only upon the terms specified therein and hereinPlacement Notice. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email written notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Jxxxx by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it the Fund desires the Common Stock Shares to be sold, which shall shall, at a minimum minimum, include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, the amount of compensation proposed to be paid by the Fund to Jxxxx, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and day, any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Jxxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Jxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, Jxxxx, within one (1) business day of its receipt of the Sales Agent Placement Notice, declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund or Jxxxx suspends or terminates the sale of Placement Shares related to such Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent Jxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as agreed to in writing as set forth in Schedule 3the applicable Placement Notice, but in any event, shall not exceed two percent (2%) of gross proceeds for each Placement. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent Jxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent Jxxxx and the Sales Agent Jxxxx does not decline decline, within the time period specified above, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock Shares through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall at a minimum include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 12. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Cowen set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on in the earlier dated Placement NoticeNotice for any reason, in its sole discretion or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Cowen in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 34. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent Cowen and the Sales Agent Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Securities hereunder (each, a “Placement”), it will notify the Sales Agent Xxxxxxx Xxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Securities to be sold, which shall at a minimum include the number of shares of Common Stock Securities to be issued (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Securities that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxxxx Xxxxx set forth on Schedule 2Exhibit B, as such Schedule 2 Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Xxxxxxx Xxxxx, unless and until (i) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, the Sales Agent Xxxxxxx Xxxxx declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities have been sold, (iii) in accordance with the notice requirements set forth in Section 4the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1113 or (vi) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Xxxxxxx Xxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, Securities shall be as calculated in accordance with the terms set forth in Schedule 3. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Xxxxxxx Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Sales Agent Xxxxxxx Xxxxx and the Sales Agent Xxxxxxx Xxxxx does not decline the terms of such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock Ordinary Shares through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Ordinary Shares to be sold, which shall at a minimum include the number of shares of Common Stock Ordinary Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number or amount of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to timetime in writing (including by e-mail). The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. With respect to any offer to sell Shares pursuant to this Agreement, the Company agrees that any offer to sell, any solicitation of an offer to buy Shares and any sales of Shares shall be effected only by or through the Agent designated by the Company (the “Designated Agent”) in the Placement Notice (as defined below), and only a single Agent, on any single given date, and in no event shall the Company request that more than one Agent sell the Shares on the same day. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Designated Agent by email notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing of the parameters in accordance with which it desires the Common Stock amount of Shares requested to be sold, which shall at a minimum include sold or the number of shares of Common Stock gross proceeds to be issued (the “Placement Shares”)raised in a given time period, the time period during which sales are requested to be made, any limitation on the number amount of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and single day, any minimum price below which sales may not be mademade or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The A Placement Notice shall originate from any of the individuals from individual representatives of the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)3, and shall be addressed to each of the individuals from individual representatives of the Sales Agent Agents set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Provided the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) the Designated Agent, in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion (which shall not be deemed a breach of the Agents’ agreement herein), (ii) the entire amount of the Placement Shares thereunder have been soldsold or the aggregate Shares sold under this Agreement equals the Maximum Amount, whichever occurs first, (iii) the Company, in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice or sales thereunder, which suspension or termination rights may be exercised by the Company in its sole discretion, (iv) the Designated Agent, in accordance with the notice requirements set forth in Section 4, suspends sales under the Placement Notice, (ivv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, Notice or (vvi) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Designated Agent in connection with the sale of the Placement Shares effected through the Sales Designated Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent Designated Agent, and the Sales such Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number or dollar value of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number or dollar value of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The receipt of each Placement Notice shall promptly be acknowledged by the Agent by providing email notice to the Company to a person designated on Schedule 2. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), ) and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of the Common Stock through the Sales Agent, as agent, hereunder (each, a “"Placement”"), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “"Placement Notice”") containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “"Placement Shares”"), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may shall not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule 1. The Exhibit A. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Each Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates the such Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated set forth in such Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 31 and shall not exceed 2.0% of the gross sales price for such Placement Shares. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Notwithstanding anything to the contrary contained herein, no Placement Notice shall be delivered by the Company at any such time as the Company’s directors and officers would not be permitted to buy or sell securities of the Company in the open market because of the existence of material nonpublic information or applicable blackout periods (such as under the Company’s xxxxxxx xxxxxxx policy). In the event of a conflict between the terms of this Agreement and the terms of a any Placement Notice, the terms of the such Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock Placement Shares to be issued (or a dollar amount which shall be converted into the “number of Placement Shares”Shares to be issued), the time period during which sales are requested to be mademade (including sales during after-market trading hours), any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, by email notice to any of the individuals from the Company set forth on Schedule 3 within two (2) Business Days (as defined below) of receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder or under this Agreement have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends sales under or terminates the Placement NoticeNotice for any reason, in its sole discretion or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. ‌ 3.1 Each time that the Company Corporation wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “"Placement”"), it will notify the Sales applicable Agent or Agents by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “"Placement Notice”) "), containing the parameters in accordance with within which it desires to sell the Common Stock to be soldShares, which shall at a minimum include the number of shares of Common Stock Shares to be issued sold pursuant to this Agreement (the “"Placement Shares”"), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) Day, whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, and any minimum price below which sales may not be made, a form made and the amount of which containing such minimum sales parameters necessary is attached hereto the Placement Fee (as Schedule 1defined below). The Placement Notice shall originate from any of the individuals (each an "Authorized Representative") from the Company Corporation set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule)1 attached hereto, and shall be addressed to each of the respective individuals from the Sales applicable Agent or Agents set forth on Schedule 21 attached hereto, as such Schedule 2 1 may be amended from time to timetime by written notice to each of the parties hereto. The Placement Notice shall be effective upon receipt by delivery to each of the Sales respective individuals from the applicable Agent or Agents unless and until until: (i) in accordance with the notice requirements set forth in Section 4, the Sales applicable Agent or Agents declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 5.1; (ii) the entire amount of the Placement Shares have been sold, ; (iii) the Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Article V or Article XIV, the Company suspends or terminates the Placement Notice, as applicable; (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, ; or (v) the this Agreement has been terminated under the provisions of Section 11Article XIV. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a continuing Placement Notice to any other Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Article V.‌ 3.2 The amount of any discount, commission or other compensation to be paid by the Company Corporation to each Agent with respect to each Placement for which such Agent acted as sales Agent under this Agreement shall be equal to up to 2% of the Sales Agent gross proceeds from such Placement (the "Placement Fee"), which amount shall be paid in connection with the same currency as the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. it pertains to.‌ 3.3 It is expressly acknowledged and agreed that neither the Company Corporation nor the Sales Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Corporation delivers a valid Placement Notice to the Sales Agent and the Sales Agent does not decline such applicable Agent, which Placement Notice pursuant to has not been declined, suspended or otherwise terminated in accordance with the terms set forth aboveof this Agreement, and then only upon the terms specified therein and herein. It is also expressly acknowledged that the Agents will be under no obligation to purchase Placement Shares on a principal basis. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlprevail. 3.4 Under no circumstances shall the Corporation deliver a Placement Notice if after giving effect to the issuance of the Placement Shares requested to be issued under such Placement Notice, the aggregate sales price of the Placement Shares sold pursuant to this Agreement would exceed US$500,000,000.

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Xxxxx by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall shall, at a minimum minimum, include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and day, any minimum price below which sales may not be mademade and the discount, commission or other compensation to be paid by the Fund to Xxxxx, excluding the Reimbursable Amounts (as defined in Section 7(e) herein) (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxx set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Xxxxx unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, Xxxxx, within one (1) business day of its receipt of the Sales Agent Placement Notice, declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent Xxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms set forth in Schedule 2, unless superseded by the terms and conditions as set forth in Schedule 3the applicable Placement Notice. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent Xxxxx and the Sales Agent Xxxxx does not decline decline, within the time period specified above, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent Xxxxx by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it the Fund desires the Common Stock Shares to be sold, which shall shall, at a minimum minimum, include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, the amount of compensation to be paid by the Fund to Xxxxx any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and day, any minimum price below which sales may not be mademade (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Schedule 2 (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxx set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent Xxxxx unless and until (i) in accordance with the notice requirements set forth in Section 4, Xxxxx, within one (1) business day of its receipt of the Sales Agent Placement Notice, declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund or Xxxxx suspends or terminates the sale of Placement Shares related to such Placement Notice, (iv) the Company Fund issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or compensation (other compensation than Reimbursable Amounts (as defined in Section 8(e)) to be paid by the Company Fund to the Sales Agent Xxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as agreed to in writing as set forth in Schedule 3the applicable Placement Notice, but in any event, shall not exceed two percent (2.00%) of gross proceeds for each Placement. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent Xxxxx and the Sales Agent Xxxxx does not decline decline, within the time period specified in Section 2 above, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “"Placement”"), it will notify the Sales Lead Agent by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include parties of the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in on any one Trading Day (as defined in Section 3below) and any minimum price below which sales may not be mademade (a "Placement Notice"), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Lead Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Lead Agent (with respect to the individuals from the Lead Agent). The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth requirement provided for in Section 4, the Sales Lead Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice, have been soldsold and settled in accordance with the terms hereof, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice in accordance with the notice requirements provided for in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Lead Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Lead Agent and the Sales Lead Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company Fund wishes to issue and sell shares any of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it the Fund will notify the Sales Agent CF&Co by email telephonic or e-mail notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock to be issued Shares (the “Placement Shares”)) requested to be sold or the gross proceeds to be raised in a given period, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Shares that may be sold in any one Trading Day (as defined in Section 3) and given period, any minimum price below which sales may not be mademade or any minimum price requested for sales in a given period and any other instructions relevant to such requested sales (a “Placement Notice”), a which request shall be confirmed by CF&Co, the form of which containing such minimum sales parameters necessary confirmation is attached hereto as Schedule 1. The Subsequent to any Placement Notice that the Fund originates via telephone, it will, as soon as reasonably practicable, but in no case longer than one Trading Day (as defined below), send an e-mail notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company Fund (or its designee) set forth on Schedule 2 (with a copy to each of the other individuals from the Company Fund listed on such scheduleSchedule), and shall be addressed to each of the individuals from the Sales Agent CF&Co set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to CF&Co does not affirmatively accept the terms contained therein within one hour of receipt of such Placement Notice, for any reason, in its sole discretion, (ii) the entire amount date on which all of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company Fund suspends or terminates the Placement NoticeNotice or sales thereunder, (iv) in accordance with the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Noticenotice requirements set forth in Section 4, CF&Co suspends sales thereunder or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company Fund to the Sales Agent CF&Co in connection with the sale of the Placement Shares effected through the Sales Agent, as agent, CF&Co shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company Fund nor the Sales Agent CF&Co will have any obligation whatsoever with respect to a Placement or any of the Placement Shares unless and until the Company Fund delivers a Placement Notice to the Sales Agent CF&Co and the Sales Agent CF&Co does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “"Placement”"), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “"Placement Notice”") containing the parameters in accordance with which it desires the Common Stock Placement Shares to be sold, which shall at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) ), and any minimum price below which sales may not be made, a . A form of Placement Notice, which containing contains such minimum required sales parameters necessary parameters, is attached hereto as Schedule Exhibit 1. The A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its their respective, sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (v) the Agent declines or continues to make sales under an existing Placement Notice, for any reason, in their respective, sole discretion, or (vvi) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In Notwithstanding anything to the event of a conflict between contrary contained herein, no Placement Notice shall be delivered by the terms of this Agreement Company at any such time as the Company's trustees and officers would not be permitted to buy or sell shares in the terms of a Placement Notice, the terms open market because of the Placement Notice will controlexistence of material nonpublic information or applicable blackout periods (such as under the Company's xxxxxxx xxxxxxx policy).

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of the Common Stock through the Sales Agent, as agent, Agent hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the maximum number or dollar amount of shares of Common Stock to be issued sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from at the Company set forth on Schedule 2 (with a copy to each of the other individuals from at the Company listed on such scheduleSchedule 2), and shall be addressed to each of the individuals from at the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) in accordance with the notice requirements set forth in Section 4, the Agent suspends sales under the Placement Notice for any reason in its sole discretion, (iii) the entire amount of the Placement Shares have has been sold, (iiiiv) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (ivv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vvi) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, Agent shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the matter covered thereby.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock Shares to be sold, which shall shall, at a minimum minimum, include the number of shares of Common Stock Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade and the discount, commission or other compensation to be paid by the Company to the Agent (a “Placement Notice”), a form of which which, containing such minimum sales parameters necessary necessary, is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements requirement set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount aggregate number of the Placement Shares sold hereunder have been soldsold in an amount equal to the aggregate offering price of Placement Shares set forth in Section 1, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline decline, within the time period specified in Section 4, such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. The compensation payable to the Agent for sales of Placement Shares with respect to which the Agent acts as sales agent shall be equal to 3% of the gross sales price of the Placement Shares for amounts of Placement Shares sold pursuant to this Agreement. Notwithstanding the foregoing, the Agent’s compensation may increase to 5% of the gross sales price of Placement Shares sold for certain sales upon the agreement in the parties, which agreement may be set forth in a Placement Notice.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “"Placement”"), it will notify the Sales Agent Xxxxx-Xxxxxx by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing of the parameters in accordance with which it desires the Common Stock to be soldproposed terms of such Placement, which shall include at a minimum include the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be mademade (which time period, for the avoidance of doubt, shall consist solely of Trading Day(s) (as defined below)), any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a "Placement Notice"), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent Xxxxx-Xxxxxx set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent Xxxxx-Xxxxxx declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company within one Business Day (as defined below) from the time the Placement Notice is received, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1113. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent Xxxxx-Xxxxxx in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent Xxxxx-Xxxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent Xxxxx-Xxxxxx and the Sales Agent Xxxxx-Xxxxxx does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number of shares of Common Stock Placement Shares to be issued (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company amends, suspends or terminates the Placement Notice, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include parties of the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in on any one Trading Day (as defined in Section 3below) and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Agent (with respect to the individuals from the Agent). The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth requirement provided for in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice, have been soldsold and settled in accordance with the terms hereof, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice in accordance with the notice requirements provided for in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. For purposes of selling the Placement Shares through the Agents, the Company hereby appoints the Lead Agent as exclusive agent of the Company pursuant to this Agreement. Each time that the Company wishes to issue and sell shares of Common Stock through the Sales Agent, as agent, Placement Shares hereunder (each, a “Placement”), it will notify the Sales Lead Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include of the number or dollar value of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock Placement Shares that may be sold in any one Trading Day (as defined in Section 3) day and any minimum price below which sales may not be mademade (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Sales Lead Agent set forth on Schedule 23, as such Schedule 2 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Lead Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company within one Business Day (as defined below) from the time the Placement Notice is received, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement NoticeNotice (including, (iv) the Company issues but not limited to, by means of a subsequent Placement Notice with that explicitly indicates that the parameters superseding of the subsequent Placement Notice supersede those on parameters contained in the earlier dated Placement Notice), or (viv) the this Agreement has been terminated under the provisions of Section 1112. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Lead Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as calculated in accordance with the terms set forth in Schedule 32. It is expressly acknowledged and agreed that neither the Company nor the Sales Lead Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Lead Agent and the Sales Lead Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell shares of the Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) ), and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), ) and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.