Common use of Placements Clause in Contracts

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in which case the Agent shall promptly notify the Company within two Business Days, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, 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 of on the earlier dated Placement Notice, except to the extent of any action occurring pursuant to the prior Placement Notice and prior to the delivery of the subsequent Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Partnership wishes to issue and sell Placement Shares the Preferred Units hereunder (each, a “Placement”), it will notify the Agent BRFBR by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value aggregate offering price of Placement Shares Preferred Units to be soldissued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number or aggregate offering price of Placement Shares Securities that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the a form of which is attached hereto as Schedule ​ 1. The Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3 (with a copy to each of the other individuals from the Company Partnership listed on such schedule), and shall be addressed to each of the individuals from the Agent BRFBR set forth on Schedule 3, as such Schedule 3 schedule may be amended from time to time. The Each Placement Notice shall be effective immediately upon receipt by BRFBR unless and until (i) the Agent BRFBR 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 Securities thereunder have has been sold, (iii) the Company Partnership suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Partnership in its sole discretion, discretion (iv) the Company Partnership issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Agent BRFBR in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Agent BRFBR will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company Partnership delivers a Placement Notice to the Agent BRFBR and the Agent BRFBR does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. Upon receipt of a Placement Notice, BRFBR agrees to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Placement Securities. 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 Placement the Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the a form of which containing such minimum sales parameters necessary is attached hereto as Schedule ​ 1, as such schedule shall be amended from time to time. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 Agent CF&Co set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by CF&Co unless and until (i) in accordance with the Agent notice requirements set forth in Section 4 hereof, CF&Co 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4 hereof, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (viv) this the Agreement has been terminated under the provisions of Section 1211 hereof. The amount of any discount, commission or other compensation to be paid by the Company to the Agent CF&Co in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent CF&Co and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent Univest by email notice (or other method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement, which shall include at a minimum the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent Univest set forth on Schedule 3, as such Schedule 3 may be amended from time to time. If Univest wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Univest will, prior to 4:30 p.m. (New York City time) on the Trading Day (as defined below) following the Trading Day on which such Placement Notice is delivered to Univest, 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 Univest set forth on Schedule 3) setting forth Univest’s acceptance of the Company’s proposed terms or the amended terms that Univest 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 Univest until the Company delivers to Univest 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 “Company Acceptance”), which email shall be addressed to all of the individuals from the Company and Univest set forth on Schedule 3. The Placement Notice (as amended by the corresponding Company Acceptance, as applicable) shall be effective upon receipt by the Company of Univest’s acceptance of the terms of the Placement Notice or upon receipt by Univest of the Company’s Acceptance, as the case may be, unless and until (i) the 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 thereunder have has been sold, (iiiii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretionaccordance with the notice requirements set forth in the second sentence of this paragraph, (iviii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement NoticeNotice (as amended by the corresponding Company Acceptance, or as applicable), (viv) this Agreement has been terminated under the provisions of Section 1213 hereof or (v) either the Company or Univest 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 Agent Univest in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Univest will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Univest and either (i) Univest accepts the Agent and the 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 a Company Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in such Placement Notice (as amended by the corresponding Company Acceptance, as 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 Company Acceptance, as applicable), the terms of the Placement Notice (as amended by the corresponding Company Acceptance, as applicable) will control.

Placements. Each time that the Company wishes to issue and sell Placement the Shares hereunder through or to Cowen, acting as agent (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares or dollar amount that may be sold in any one Trading Day (as defined in Section 3 below) and any minimum price below which sales may not be made (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in on Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), in a form to be agreed upon by the form of which is attached hereto as Schedule ​ 1Company and the Agent. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 a schedule to be supplementally provided to the Agent (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 Agent set forth on Schedule 3a schedule to be supplementally provided to the Company, as such Schedule 3 schedules may be amended from time to timetime (such schedules, the “Notice Schedules”). The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, and the Agent provides notice to the Company within two Business Days (as defined below) of receipt of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the cash, upon each sale of the Placement Shares pursuant to this Agreement, shall be calculated in accordance with an amount equal to up to 3.0% of the terms set forth in Schedule 2aggregate proceeds from each sale of Placement Shares. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent X. Xxxxx by email notice (or other written method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement, which shall include at a minimum the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent X. Xxxxx set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent X. Xxxxx 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 to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent X. Xxxxx in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent X. 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 Agent X. Xxxxx and the Agent X. 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day or in any one transaction and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 MLV unless and until (i) the Agent MLV 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, by email (or other method mutually agreed to in its sole discretion, writing by the Parties) or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 among 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.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “"Placement”"), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) Sales Manager of the proposed terms of such Placement. If the Sales Manager wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Manager will issue to the Company a written notice setting forth the terms that the Sales Manager is willing to accept, including without limitation the number or dollar value of Shares ("Placement Shares Shares") to be soldissued, the time period during manner(s) in which sales are requested to be made, any limitation the date or dates on the number of Placement Shares that may which such sales are anticipated to be sold in any one Trading Day and made, any minimum price below which sales may not be made made, and the capacity in which the Sales Manager may act in selling Shares hereunder, as agent (a “"Placement Notice”"), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 122. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with Sales Manager shall be two percent (2.0%) of gross proceeds of the sale of the such Placement Shares shall be calculated in accordance with the Shares. The terms set forth in Schedule 2a DOCS(R) is a registered service xxxx of Xxxxxxx Xxxxxxx Securities Corporation Placement Notice will not be binding on the Company or the Sales Manager unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an "Acceptance"); provided, however, that neither the Company nor the Sales Manager will be bound by the terms of a Placement Notice unless the Company delivers to the Sales Manager an Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Company. It is expressly acknowledged and agreed that neither the Company nor the Agent Sales Manager will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Sales Manager delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth aboveCompany, 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 Placement any of the Shares hereunder (each, a “Placement”), it will notify the Agent CF&Co by email telephonic or e-mail notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Shares (“Placement Shares Shares”) requested to be soldsold or the gross proceeds to be raised in a given time period, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day and day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales (a “Placement Notice”), which request shall be confirmed by CF&Co, the form of which 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 email notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (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 Agent CF&Co set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The A Placement Notice shall be effective unless and until (i) the Agent CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount earlier of the date on which all Placement Shares to be sold thereunder have been soldsold and the aggregate of the gross sales prices of all Placement Shares sold equals the Remaining Maximum Gross Sales Price, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretionor sales thereunder, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, CF&Co suspends sales thereunder or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent CF&Co in connection with the sale of the Placement Shares effected through CF&Co shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent CF&Co and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent KeyBanc by telephonic or email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Shares (“Placement Shares Shares”) to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), which order shall be confirmed by KeyBanc, the form of which is attached hereto as Schedule ​ 1. The Subsequent to any Placement Notice the Company originates via telephone, it will, within two Trading Days (as defined herein), send an email notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent KeyBanc set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The A Placement Notice shall be effective unless and until (i) the Agent KeyBanc declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the all Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent KeyBanc in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent KeyBanc 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 Agent KeyBanc and the Agent KeyBanc 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent Stifel by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The receipt of each such Placement Notice shall promptly be acknowledged by Stifel by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent Stifel set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 Stifel unless and until (i) the Agent Stifel declines to accept the terms contained therein for any reason, in its sole discretion, within three (3) business days from the time the Placement Notice was received, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The gross sales price of any Placement Shares sold pursuant to this Agreement by Stifel acting pursuant to this Agreement shall be the market price prevailing at the time of sale for shares of the Company’s Common Stock sold by Stifel on the Exchange (as defined below) or otherwise, at prices relating to prevailing market prices or at negotiated prices. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Stifel in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Stifel 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 Agent Stifel and the Agent Stifel 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the proposed terms of such Placement, which shall at a minimum contain the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) the Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, by notice delivered in accordance with Section 4 as if such decline by MLV were a suspension of sales by MLV (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 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 Placement the Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of 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 (or any maximum price above which sales may not be made, a “Placement Notice”), 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 3 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 Agent MLV set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by MLV unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, MLV 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares (other than Shares sold pursuant to a Terms Agreement) shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the proposed terms of such Placement, which shall include at a minimum, the number or dollar value of Placement Shares proposed to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 MLV unless and until (i) the Agent MLV 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of shares of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to timetime in accordance herewith. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, reason in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Xxxxx and the 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 that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent Calyon by telephonic or email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Shares (“Placement Shares Shares”) to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), which order shall be confirmed by Calyon, the form of which is attached hereto as Schedule ​ 1. The Subsequent to any Placement Notice the Company originates via telephone, it will, within two Trading Days (as defined herein), send an email notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent Calyon set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The A Placement Notice shall be effective unless and until (i) the Agent Calyon declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the all Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Calyon in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Calyon 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 Agent Calyon and the Agent Calyon 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent Xxxxxxxxxx by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent Xxxxxxxxxx set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 Xxxxxxxxxx unless and until (i) the Agent Xxxxxxxxxx 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, writing or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Xxxxxxxxxx in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 22 attached hereto. It is expressly acknowledged and agreed that neither the Company nor the Agent Xxxxxxxxxx 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 Agent Xxxxxxxxxx and the Agent Xxxxxxxxxx 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent XX Xxxxx by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares or dollar amount 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 (made, a “Placement Notice”), 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 3 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 Agent XX Xxxxx set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by XX Xxxxx unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, XX Xxxxx 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent XX Xxxxx in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent XX Xxxxx and the 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 Placement Shares hereunder (each, a “Placement”), it will notify one Distribution Agent (the Agent “Designated Distribution Agent”) by email notice (or other method mutually agreed acceptable to in writing by the Parties) (a “Placement Notice”), the form of which is attached hereto as Schedule 1, specifying the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”)made, the form of which is attached hereto as Schedule ​ 1and such other limitations or restrictions applicable to such Placement. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 Designated Distribution Agent unless and until (i) the Designated Distribution 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor any of the Agent Distribution 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 Designated Distribution Agent and the Designated Distribution 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. Notwithstanding any other provision of this Agreement, during any time or during any period that the Company is in possession of material non-public information, (i) the Company shall not offer or sell, or request the offer or sale of, any Shares, (ii) the Company, by notice to the Designated Distribution Agent given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of Shares, and (iii) no Distribution Agent shall be obligated to offer or sell any Shares, in each case unless otherwise agreed to in writing by the parties hereto (which agreement may be contained in a Placement Notice or in such other instructions provided by the Company to the Designated Distribution Agent pursuant to Section 2(b)).

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of shares of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended in writing from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent X. Xxxxx FBR by email notice (or other written method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement, which shall include at a minimum the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent X. Xxxxx FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent X. Xxxxx FBR 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 to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent X. Xxxxx FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent X. Xxxxx FBR 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 Agent X. Xxxxx FBR and the Agent X. Xxxxx FBR 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) CF&Co of the proposed terms of such Placement. If CF&Co wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, CF&Co will issue to the Company a written notice setting forth the terms that CF&Co is willing to accept, including without limitation the number or dollar value of Shares (“Placement Shares Shares”) to be soldissued, the time period during type of Shares, the manner(s) in which sales are requested to be made, any limitation the date or dates on the number of Placement Shares that may which such sales are anticipated to be sold in any one Trading Day and made, any minimum price below which sales may not be made made, and the capacity in which CF&Co may act in selling Placement Shares hereunder (as principal, agent or both) (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale CF&Co shall be equal to (a) two percent (2%) of the Placement Shares initial Fifteen Million Dollars ($15,000,000) of the gross proceeds with respect to sales actually effected by CF&Co during any calendar month (the “Monthly Sales Threshold”) prior to the termination of this Agreement, plus (ii) three percent (3%) of the gross proceeds in excess of the Monthly Sales Threshold for sales actually effected by CF&Co during that same calendar month prior to the termination of this Agreement. For the avoidance of doubt, the date that any sale shall be calculated deemed to have been effected for purposes of determining whether the Monthly Sales Threshold has been achieved in accordance with any calendar month and the corresponding applicable discount to be applied pursuant to the immediately preceding sentence (i.e., 2% or 3%) shall be conclusively determined by the trade date set forth on the relevant sales confirmation ticket, and such determination shall be final and binding upon the parties. The terms set forth in Schedule 2a Placement Notice will not be binding on the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an “Acceptance”) to CF&Co; provided, however, that neither the Company nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the Business Day (as defined below) following the Business Day on which such Placement Notice is received by the Company in accordance with Section 12 (Notices). It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company CF&Co delivers a Placement Notice to the Agent Company and the Agent does not decline Company accepts such Placement Notice pursuant to the terms set forth aboveby means of an Acceptance, 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 Placement Shares the Common Stock hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement Shares 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 Placement Shares 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms as set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares the Securities hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number or dollar value amount of Placement Shares Securities to be soldissued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the 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 3 Exhibit B (with a copy to each of the other individuals from the Company listed on such scheduleexhibit), and shall be addressed to each of the individuals from the Placement Agent set forth on Schedule 3Exhibit B, as such Schedule 3 Exhibit B may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately unless and until (i) the Placement 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 Securities thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 129 or Section 12 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 Placement Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Agent and either (i) the Placement 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. 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.. The term “

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the Designated Agent’s receipt of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Designated Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent Xxxxxxx Xxxxxxx by email notice (or other method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement, which shall include at a minimum the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent Xxxxxxx Xxxxxxx set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent Xxxxxxx Xxxxxxx 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 to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Xxxxxxx Xxxxxxx in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Xxxxxxx Xxxxxxx 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 Agent Xxxxxxx Xxxxxxx and the Agent Xxxxxxx Xxxxxxx 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 Placement Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 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 Designated Agent that are set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which must be evidenced by a written notice to the individuals from the Company set forth on Schedule 3 within two (ii2) Business Days after receipt of such Placement Notice; (b) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; or (ivd) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the 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 Designated Agent and the 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.

Placements. Each time that the Company wishes to issue and sell Placement the Shares hereunder (each, a “Placement”), it will notify the Agent Xxxxx Fargo by email notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of 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 “Placement Notice”), the 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 3 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 Agent Xxxxx Fargo set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by Xxxxx Fargo unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Xxxxx Fargo 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Xxxxx Fargo in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent Xxxxx Fargo 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 Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth aboveXxxxx Fargo, receipt of which is promptly confirmed by Xxxxx Fargo, 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 such Placement Notice will control.

Placements. Each time that the Company Company, in its sole discretion, wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent NSC by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent NSC set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent NSC 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent NSC in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent NSC 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 Agent NSC and the Agent NSC 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 MLV unless and until (i) the Agent 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 or any occurrence or event that causes a material adverse change in the operation or prospects of the Company, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination shall be communicated by the Agent promptly in writing, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in which case the Agent shall promptly notify the Company within two Business Days, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “"Placement”"), it will notify BPSC of the Agent proposed terms of such Placement. If BPSC wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, BPSC will, prior to 4:30 p.m., Central time, on the Business Day next following the Business Day that the notice is received by email BPSC, issue to the Company a written notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day and any minimum price below which sales may not be made (a “"Placement Notice”"), the form of which is attached hereto as Schedule ​ 1. The , setting forth the terms that BPSC is willing to accept, including without limitation the number of Shares ("Placement Notice shall originate from Shares") to be issued, the manner(s) in which sales are to be made, the date or dates on which such sales are anticipated to be made, any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule)minimum price below which sales may not be made, and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, capacity in which BPSC may act in selling Shares hereunder (as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12agent). The amount of any discountcommission, commission discount or other compensation compensation, other than any expense reimbursement arising pursuant to Section 7(h) hereunder, to be paid by the Company to the Agent in connection with the sale BPSC shall be three percent (3%) of the Placement Shares shall be calculated in accordance with sales price for the Shares. The terms set forth in a Placement Notice will not be binding on the Company or BPSC unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an "Acceptance"), the form of which is attached hereto as Schedule 2; provided, however, that neither the Company nor BPSC will be bound by the terms of a Placement Notice unless the Company delivers to BPSC an Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the Business Day (as defined below) next following the Business Day on which such Placement Notice is received by the Company. It is expressly acknowledged and agreed that neither the Company nor the Agent BPSC will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company BPSC delivers a Placement Notice to the Agent Company and the Agent does not decline Company accepts such Placement Notice pursuant to the terms set forth aboveby means of an Acceptance, 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 Partnership wishes to issue and sell Placement Shares the Securities hereunder (each, a “Placement”), it will notify the Agent BRFBR by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares Securities to be soldissued and sold (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the a form of which is attached hereto as Schedule ​ 1. The Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3 (with a copy to each of the other individuals from the Company Partnership listed on such schedule), and shall be addressed to each of the individuals from the Agent BRFBR set forth on Schedule 3, as such Schedule 3 schedule may be amended from time to time. The If BRFBR wishes to accept such proposed terms included in a Placement Notice (which it may decline to do so for any reason in its sole discretion) it may do so by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Partnership set forth on Schedule 3. Each Placement Notice shall be effective upon receipt by the Partnership of BRFBR’s acceptance of the terms of the Placement Notice unless and until (i) the Agent declines to accept entire amount of the terms contained therein for any reason, in its sole discretionPlacement Securities thereunder has been sold, (ii) the entire amount of Partnership suspends or terminates the Placement Shares to be sold thereunder have been soldNotice, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company Partnership issues a subsequent Placement Notice with parameters superseding those of the on an earlier dated Placement Notice, Notice or (viv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Agent BRFBR in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Agent BRFBR will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company Partnership delivers a Placement Notice to the Agent BRFBR and the Agent does not decline BRFBR accepts 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of shares of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to timetime in accordance herewith. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, reason in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify a Distribution Agent (the Agent “Designated Distribution Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 Designated Distribution Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The It is expressly acknowledged and agreed that neither the Company nor the Designated Distribution Agent will have any obligation whatsoever with respect to a Placement of any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth below, and then only upon the terms specified therein and herein. Subject to the foregoing sentence, the Placement Notice shall be effective unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Company set forth on Schedule 2, (ii) the entire amount of the Placement Shares to be sold thereunder set forth therein have been sold, (iii) the Company or the Designated Distribution Agent suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein3. 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 Placement the Shares hereunder through Cowen, acting as agent (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number or dollar value amount of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent MLV declines to accept the terms contained therein for any reason, in its sole discretiondiscretion by email notice to the Company, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 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 Placement Shares hereunder (each, a “Placement”), it will notify a Distribution Agent (the Agent “Designated Distribution Agent”) by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 Designated Distribution Agent unless and until (i) the Designated Distribution 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Distribution 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 a Designated Distribution Agent and the Designated Distribution 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 Placement the Common Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement parameters in accordance with which it desires the Common Shares to be sold, which shall at a minimum include the number of Common Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended in writing from time to time. The Placement Notice shall be immediately effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent FBR by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by FBR unless and until (i) the Agent FBR 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent FBR 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 Agent FBR and the Agent FBR 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. Further to the delivery of any Placement Notice by the Company to FBR, the Company shall notify the Tel-Aviv Stock Exchange (“TASE”) of the pending sale of such applicable number of Placement Shares such that such corresponding Ordinary Shares will be registered with the TASE before or concurrently with the delivery of such Placement Shares by the Company under Section 5(c) below.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify a Distribution Agent (the Agent “Designated Distribution Agent”) by email notice (or other method mutually agreed acceptable to in writing by the Parties) (a “Placement Notice”), the form of which is attached hereto as Schedule 1, specifying the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”)made, the form of which is attached hereto as Schedule ​ 1and such other limitations or restrictions applicable to such Placement. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 Designated Distribution Agent unless and until (i) the Designated Distribution 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Distribution 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 Designated Distribution Agent and the Designated Distribution 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 Placement Shares hereunder (each, a “Placement”), it will notify an Agent determined in the Agent sole discretion of the Company (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which 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 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 Designated Agent set forth on Part II of Schedule 3, as such Schedule 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 Designated Agent unless and until (i) the Designated 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 to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Designated Agent and the 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 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any be signed by at least two of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals individual from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The individuals signing the Placement Notice may utilize any of the methods contemplated by Section 19 for signatures (e.g., facsimile, DocuSign or other electronic means). The Placement Notice shall be effective unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, in which case the Agent shall, within two (2) Trading Days of its receipt of such Placement Notice, so notify the Company in writing, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of in the earlier dated Placement NoticeNotice for any reason, in the Company’s sole discretion, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 Agent MLV set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The It is expressly acknowledged and agreed that neither the Company nor MLV will have any obligation whatsoever with respect to a Placement of any Placement Shares unless and until the Company delivers a Placement Notice to MLV and MLV does not decline such Placement Notice pursuant to the terms set forth below, and then only upon the terms specified therein and herein. Subject to the foregoing sentence, the Placement Notice shall be effective unless and until (i) the Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Company set forth on Schedule 2, (ii) the entire amount of the Placement Shares to be sold thereunder set forth therein have been sold, (iii) the Company or MLV suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding superceding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein3. 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 Placement Shares the Common Stock hereunder (each, a “Placement”), it will notify the Agent Cowen 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 shares of the number or dollar value of Placement Shares Common Stock to be sold, which shall at a minimum include the aggregate sales price 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 Placement Shares 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of shares of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to timetime in accordance herewith. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale and issuance of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent X. Xxxxx FBR by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent X. Xxxxx FBR set forth on Schedule 3, as such Schedule 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 X. Xxxxx FBR unless and until (i) the Agent X. Xxxxx FBR 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 to be sold thereunder have has been sold, (iii) the Company or X. Xxxxx FBR suspends or terminates the Placement Notice for any reasonunder 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 of the earlier earlier-dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213 hereof. The amount of any discount, commission or other compensation to be paid by the Company to the Agent X. Xxxxx FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 22 hereto. It is expressly acknowledged and agreed that neither the Company nor the Agent X. Xxxxx FBR 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 Agent X. Xxxxx FBR and the Agent X. Xxxxx FBR 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent Leerink by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of 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 “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent Leerink set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 Leerink unless and until (i) the Agent Leerink declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Leerink in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Leerink 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 Agent Leerink and the Agent Leerink 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. For the avoidance of doubt, the Company may change the individuals designated on Schedule 3 hereof to send a Placement Notice hereunder, and Leerink may change the individuals designated on Schedule 3 hereof to receive a Placement Notice hereunder, by sending to the parties to this Agreement written notice of such new designees.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify a Distribution Agent (the Agent “Designated Distribution Agent”) by email notice (or other method mutually agreed to in writing by the Parties) of parties), which notice shall include the number or dollar value of Placement Shares to be offered and sold, the time period during which offers and sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day and day period (or other relevant time period), any minimum per share price below which sales may not be made made, and such additional terms or other information as the Company deems appropriate with respect to the Placement (a “Placement Notice”), which shall be provided in substantially the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Distribution Agent in connection with the offer and sale of the Placement Shares shall be calculated determined in accordance with the terms set forth in Schedule 22 and shall be provided in the Placement Notice. The receipt of each such Placement Notice shall promptly be acknowledged by the Designated Distribution Agent by providing email notice to the Company. The Placement Notice shall originate from any one of the authorized individuals from the Company set forth on Schedule 3, and shall be delivered to each of the individuals from the Designated Distribution Agent set forth on Schedule 3. The information on Schedule 3 may be amended from time to time by a party by delivering email notice to the other parties of the addition or deletion of individuals of such party. The Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason in its sole discretion (which the Designated Distribution Agent must communicate by providing email notice by the end of the Business Day (as defined below) following the date of receipt of the Placement Notice, or the Placement Notice will be deemed to be accepted by the Designated Distribution Agent in accordance with its terms), (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 13. It is expressly acknowledged and agreed that neither the Company nor the Agent Distribution 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 Designated Distribution Agent and the Designated Distribution Agent does not accepts (or fails to decline in accordance with the prior sentence) such Placement Notice pursuant to the terms set forth aboveNotice, 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Shares (the “Placement Shares Shares”) to be soldissued, the type of Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent 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 or any occurrence or event that causes a material adverse change in the operation or prospects of the Company, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent XX Xxxxx by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value amount of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of 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 (made, a “Placement Notice”), 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 3 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 Agent XX Xxxxx set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by XX Xxxxx unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, XX Xxxxx 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent XX Xxxxx in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent XX Xxxxx and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the Agent’s receipt of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent MLV 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, by providing written notice to MLV or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent and the Agent MLV, provided that MLV does not decline to accept 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 Sections 2 or 3 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 Placement Shares hereunder (each, a “Placement”), it will notify the Lead Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Lead Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason(including, in its sole discretionbut not limited to, (iv) the Company issues by means of a subsequent Placement Notice with that explicitly indicates that the parameters superseding of the subsequent Placement Notice supersede those of parameters contained in the earlier dated Placement Notice), or (viv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Lead Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Lead Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to upon in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. I. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 II (with a copy to each of the other individuals from the Company listed on such scheduleSchedule II), and shall be addressed to each of the individuals from the Agent as set forth on Schedule 3, II (as such Schedule 3 it may be amended from time to time). The Placement Notice shall be effective unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1212 hereof. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2III. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein herein and hereintherein. It is acknowledged and agreed that the Agent may delay sales following delivery of a Placement Notice to the extent necessary to avoid a violation of the provisions of Rule 101(a) of Regulation M applicable to the Placement Shares to be sold pursuant to such 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value amount of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3 hereof) and any minimum price below which sales may not be made (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4 hereof, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211 hereof. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day, and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 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 Designated Agent that are set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective unless and until until: (ia) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, ; (iib) the entire amount of the Placement Shares to be sold thereunder have been sold, ; (iiic) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, Notice; or (ivd) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company nor the 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 Designated Agent and the 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.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Ladenburg by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement 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 (made, a “Placement Notice”), the form of which containing such minimum sales parameters is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 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 Agent Ladenburg set forth on Schedule 32, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by Ladenburg (confirmed promptly by email) unless and until (i) the Agent entire amount of the Placement Shares have been sold, (ii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) in accordance with the notice requirements set forth in Xxxxxxx 0, Xxxxxxxxx declines to accept the terms contained therein for any reason, in its sole discretion, or (iivi) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Ladenburg in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in on Schedule 23 hereto. It is expressly acknowledged and agreed that neither the Company nor the Agent Ladenburg 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 Agent Ladenburg and the Agent Ladenburg 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 Notwithstanding any other provision of this Agreement and the terms of a Placement NoticeAgreement, the terms Company shall not issue and sell, or request the sale of, any Placement Shares and, by email notice to Ladenburg, shall cancel any instructions for the offer or sale of any Placement Shares, and Ladenburg shall not be obligated to offer or sell any Placement Shares (i) during any period in which the Placement Notice will controlCompany is, or could be deemed to be, in possession of material non-public information or (ii) at any time during which the Company’s executive officers are not permitted by the Company’s xxxxxxx xxxxxxx policy to purchase or sell shares of Common Stock.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent FBR by email notice (or other method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement, which shall include at a minimum the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent FBR 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 to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent FBR 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 Agent FBR and the Agent FBR 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of shares of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended in writing from time to timetime in accordance herewith. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, reason in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares the Common Stock hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement Shares 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 Placement Shares 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares the Common Stock hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement Shares 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 Placement Shares 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares the Common Stock hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement Shares 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 Placement Shares 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended in writing from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires such Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32 attached hereto, as such Schedule 3 2 may be amended in writing from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent SVB Leerink by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent SVB Leerink set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by SVB Leerink unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, SVB Leerink 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The 11.The amount of any discount, commission or other compensation to be paid by the Company to the Agent SVB Leerink in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent SVB Leerink 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 Agent SVB Leerink and the Agent SVB Leerink 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent XX Xxxxx by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value amount of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent XX Xxxxx set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by XX Xxxxx unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, XX Xxxxx 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, reason in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent XX Xxxxx in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent XX Xxxxx and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing (including by email) by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be mademade (which time period shall not exceed two Trading Days (as defined below)), any limitation on the number of Placement Shares that may be sold in any one Trading Day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines in writing (including by email correspondence) to accept the terms contained therein for any reason, in its sole discretiondiscretion within one (1) Business Day (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company or the Agent suspends or terminates sales of Placement Shares under the Placement Notice for any reason, in its sole discretion, accordance with Section 4 or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares through the Agent shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify one of the Agent Agents that the Company may select in its sole discretion from time to time (such Agent, the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Designated Agent as set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, Notice or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares effected through such Designated Agent shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Designated Agent and the 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 Placement the Shares hereunder through Cowen, acting as agent (each, a “PlacementPlacement Transaction”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement parameters in accordance with which it desires the Shares to be issued and sold, which shall at a minimum include the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares or dollar amount 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to timetime in accordance with the terms hereof. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent Cowen will have any obligation whatsoever with respect to a Placement Transaction or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Cowen and the 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 Placement the Shares hereunder (each, a “Placement”), it will notify the Agent RBC by email notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of 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 “Placement Notice”), the 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 3 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 Agent RBC set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by RBC unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, RBC 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent RBC in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent RBC 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 Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth aboveRBC, receipt of which is promptly confirmed by RBC, 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 such Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent 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 or prospects of the Company, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. The Company acknowledges that MLV may share the commission with other broker-dealers. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice will also provide confirmation that the Company will issue a “cleansing notice” in accordance with sections 708A(5), (6) and (7) of the Xxxxxxxxxx Xxxxxxxxxxxx Xxx 0000 (Cth) (“Corporations Act”) at the time of issue of the Placement Shares. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Designated Agent and the 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 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 wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement. If MLV wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, MLV, will issue to the Company a written or email notice setting forth the terms that MLV is willing to accept, including without limitation the number or dollar value of Shares (“Placement Shares Shares”) to be soldissued, the time period during manner(s) in which sales are requested to be made, any limitation the date or dates on the number of Placement Shares that may which such sales are anticipated to be sold in any one Trading Day and made, any minimum price below which sales may not be made made, and the capacity in which MLV may act in selling Placement Shares hereunder (as principal, agent or both) (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to MLV in any Placement shall be an aggregate amount equal to 3.0% of the Agent in connection with gross proceeds received by the sale Company from the sales of the Placement Shares shall be calculated in accordance with the Shares. The terms set forth in Schedule 2a Placement Notice will not be binding on the Company or MLV unless and until the Company delivers written or email notice of its acceptance of all of the terms of such Placement Notice (an “Acceptance”) to MLV; provided, however, that neither the Company nor MLV will be bound by the terms of a Placement Notice unless the Company delivers to MLV an Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the Business Day (as defined below) following the Business Day on which such Placement Notice is received by Company in accordance with Section 12 (Notices). It is expressly acknowledged and agreed that neither the Company nor the Agent MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company MLV delivers a Placement Notice to the Agent Company and the Agent does not decline Company accepts such Placement Notice pursuant to the terms set forth aboveby means of an Acceptance, 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent MLV 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 to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares the Securities hereunder (each, a “Placement”), it will select and notify a Distribution Agent (the Agent “Designated Distribution Agent”), at least one Trading Day (as defined below) prior to the Trading Day on which sales are desired to commence by email notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement Shares parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the 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 3 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 Designated Distribution Agent set forth on Schedule 3Exhibit B, as such Schedule 3 Exhibit B may be amended from time to time. The Company may, upon notice to the Designated Distribution Agent in writing (including by email correspondence to each of the individuals of the other party set forth on Exhibit B, 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 by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Exhibit B), withdraw any Placement Notice (a “Placement Notice Withdrawal”), which shall have the effects of suspending any sales of Placement Securities and as otherwise provided herein; provided, however, that such suspension shall not affect or impair either party’s obligations with respect to any Placement Securities sold hereunder prior to the receipt of such notice. If the Company issues a Placement Notice for sales to be made in any Calendar Quarter or other three month period, the minimum dollar amount of Securities to be issued under such Placement Notice shall be $5,000,000. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. If a Designated Distribution Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the Designated Distribution Agent 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 Designated Distribution Agent, 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 Designated Distribution Agent set forth on Exhibit B) setting forth the terms that the Designated Distribution Agent 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 the Designated Distribution Agent until the Company delivers to the Designated Distribution Agent 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 Designated Distribution Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Designated Distribution Agent’s acceptance of the terms of the Placement Notice or upon receipt by the Designated Distribution Agent of the Company’s Acceptance, as the case may be, unless and until (i) the 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 Securities has been sold thereunder have been soldor, if earlier the termination date on the Placement Notice, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1213 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to the Designated Distribution Agent in connection with the sale of the Placement Shares Securities shall be calculated determined in accordance with the terms set forth in Schedule 2Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to the Designated Distribution Agent, when the Designated Distribution Agent is acting as principal, in connection with the sale of the Placement Securities shall be as separately agreed among the parties hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor the Designated Distribution 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 Designated Distribution Agent and either (i) the Designated Distribution 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. 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. Subject to the procedures set forth above in this Section 2, with respect to each Calendar Quarter during which the Company wishes to complete one or more Placements, the Company shall select one or more the Distribution Agents who shall be entitled to serve as a Designated Distribution Agent during such Calendar Quarter (the “Preferred Distribution Agent”), provided, however, that the Company shall not be prohibited from commencing Placements with additional Designated Distribution Agents during such Calendar Quarter, provided that the Preferred Distribution Agent for such Calendar Quarter has received at least one Placement Notice during the Calendar Quarter.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify one Distribution Agent (the Agent “Designated Distribution Agent”) by email notice (or other method mutually agreed acceptable to in writing by the Partiesparties) (a “Placement Notice”), the form of which is attached hereto as Schedule 1, specifying the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”)made, the form of which is attached hereto as Schedule ​ 1and such other limitations or restrictions applicable to such Placement. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. 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 Designated Distribution Agent unless and until (i) the Designated Distribution 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (viv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor any of the Agent Distribution 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 Designated Distribution Agent and the Designated Distribution 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.. Notwithstanding any other provision of this Agreement, during any time or during any period that the Company is in possession of material non-public information, (i) the Company shall not offer or sell, or request the offer or sale of, any Placement Shares, (ii) the Company, by notice to the Designated Distribution Agent given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of Placement Shares, and

Placements. Each time that the Company wishes to issue and sell Placement Shares the Common Stock hereunder (each, a “Placement”), it will notify the Agent Xxxxxxxxxx by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement Shares parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number 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 Placement Shares 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 (made, a “Placement Notice”), 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 3 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 Agent Xxxxxxxxxx set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Xxxxxxxxxx unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Xxxxxxxxxx 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Xxxxxxxxxx in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent Xxxxxxxxxx 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 Agent Xxxxxxxxxx and the Agent Xxxxxxxxxx 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 Placement Shares the Common Stock hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement Shares 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 Placement Shares 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares to be soldissued, the type of Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent 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 or any occurrence or event that causes a material adverse change in the operation or prospects of the Company, (ii) the entire amount of the Placement Shares to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. The Company acknowledges that MLV may share the commission with other broker-dealers. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 Placement Shares hereunder (each, a “Placement”"PLACEMENT"), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) Stifel of the proposed terms of such Placement. If Stifel wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, Stifel will issue to the Company a written notice setting forth the terms that Stifel is willing to accept, including without limitation the number or dollar value of Placement Shares ("PLACEMENT SHARES") to be soldissued, the time period during manner(s) in which sales are requested to be made, any limitation the date or dates on the number of Placement Shares that may which such sales are anticipated to be sold in any one Trading Day and made, any minimum price below which sales may not be made made, and the capacity in which Stifel may act in selling Placement Shares hereunder (as principal, agent or both) (a “Placement Notice”"PLACEMENT NOTICE"), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with Stifel shall be equal to (i) two percent (2.0%) of gross proceeds of the sale of the first 150,000 Placement Shares shall be calculated issued and sold hereunder in accordance with any calendar month and (ii) three percent (3.0%) of gross proceeds of the sale of any Placement Shares issued and sold hereunder in excess 150,000 Placement Shares in any calendar month. The terms set forth in Schedule 2a Placement Notice will not be binding on the Company or Stifel unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an "ACCEPTANCE") to Stifel; provided, however, that neither the Company nor Stifel will be bound by the terms of a Placement Notice unless the Company delivers to Stifel an Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the Business Day (as defined below) following the Business Day on which such Placement Notice is delivered to the Company. Written notice of Acceptance may be accomplished via verifiable facsimile transmission. It is expressly acknowledged and agreed that neither the Company nor the Agent Stifel will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Stifel delivers a Placement Notice to the Agent Company and the Agent does not decline Company accepts such Placement Notice pursuant to the terms set forth aboveby means of an Acceptance, 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 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 immediately upon receipt by MLV unless and until (i) the Agent MLV 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 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 Placement the Shares hereunder (each, a “Placement”), it will notify the Agent KeyBanc by email notice (or other method mutually agreed to in writing by the Partiesparties) of containing the number or dollar value of Placement parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of 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 “Placement Notice”), the 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 3 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 Agent KeyBanc set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt and prompt confirmation by KeyBanc unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, KeyBanc 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent KeyBanc in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent KeyBanc 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 Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth aboveKeyBanc, receipt of which is promptly confirmed by KeyBanc, 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 such Placement Notice will control.

Placements. Each time that the Company wishes wishes, in its sole discretion, to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of shares of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, reason in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 wishes, in its sole discretion, to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify Xxxxxx Xxxxxxxxxx & Co. (the Agent “Designated 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 by other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agents unless and until (i) the Designated Agent 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, under the relevant Prospectus Supplement or pursuant to be sold a Placement Notice thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension or termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Designated Agent and the 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 offer and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value amount of Placement Shares to be sold, the time period during which sales are requested to be made, any limitation on the number or dollar amount of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in ‎Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in ‎Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12‎Section 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other written method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the 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 to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) the Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, 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 to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 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 Placement Shares the Common Stock through Chardan, as agent, hereunder (each, a “Placement”), it will notify the Agent Chardan by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the number or dollar value of Placement Shares 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 Placement Shares 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 (made, a “Placement Notice”), 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 3 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 Agent Chardan set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Chardan unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Chardan 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Chardan in connection with the sale of the Placement Shares through Chardan, as agent, shall be calculated in accordance with the terms as set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the Agent Chardan 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 Agent Chardan and the Agent Chardan 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value amount of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) CF&Co of the proposed terms of such Placement. If CF&Co wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, CF&Co will issue to the Company a written notice setting forth the terms that CF&Co is willing to accept, including without limitation the number or dollar value of Shares (“Placement Shares Shares”) to be soldissued, the time period during manner(s) in which sales are requested to be made, any limitation the date or dates on the number of Placement Shares that may which such sales are anticipated to be sold in any one Trading Day and made, any minimum price below which sales may not be made made, and the capacity in which CF&Co may act in selling Shares hereunder (as principal, agent or both) (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale CF&Co shall be three percent (3%) of the Placement Shares shall be calculated first $25,000,000 of gross proceeds and two percent (2%) of gross proceeds in accordance with the excess of $25,000,000. The terms set forth in Schedule 2a Placement Notice will not be binding on the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an “Acceptance”); provided, however, that neither the Company nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the Business Day (as defined below) following the Business Day on which such Placement Notice is delivered to the Company. It is expressly acknowledged and agreed that neither the Company nor the Agent CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company CF&Co delivers a Placement Notice to the Agent Company and the Agent does not decline Company accepts such Placement Notice pursuant to the terms set forth aboveby means of an Acceptance, 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Agent Cowen by email notice (or other method mutually agreed to in writing by the Partiesparties) of (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value amount of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of 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 (made, a “Placement Notice”), 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 3 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 Agent Cowen set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Cowen 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 thereunder under the 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 for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding or amending those of on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent Cowen and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days (as defined below) of the delivery of the Placement Notice, (ii) the entire amount of the Placement Shares to be sold thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reasonNotice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other written method mutually agreed to in writing by the Partiesparties) of the proposed terms of such Placement, which shall include at a minimum the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent MLV 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 to be sold thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 Placement Shares 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 Partiesparties) of (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 or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of 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 (made, a “Placement Notice”), 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 3 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 32, as such Schedule 3 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 to be sold thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice for any reason, in its sole discretionNotice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 1211. 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 calculated in accordance with the terms as set forth in Schedule 23. 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldissued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the 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 to be sold thereunder have been sold, (iii) the Company amends, suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the 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 Agent and the 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 Placement Shares hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the Partiesparties) of the number or dollar value of Placement Shares to be soldShares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule ​ 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 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 Agent MLV set forth on Schedule 3, as such Schedule 3 may be updated or amended 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 oif 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 MLV unless and until (i) the Agent MLV 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 thereunder have has been sold, (iii) the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent MLV 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 Agent MLV and the 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 Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.