Common use of Placements Clause in Contracts

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the 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 and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Placement Agent accepts in writing the terms of such Placement Notice, and then only upon the terms specified in the Placement Notice and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. a. Each time that the Company wishes Placement Shares to issue and sell the Shares be sold hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the partiesparties hereto) containing of whether the parameters in accordance with which it desires the Placement relates to Primary Shares to be soldor Forward Hedge Shares, which shall at a minimum include the number or dollar amount of Shares to be issued and sold (the “Placement Shares”), 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 day and day, any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company Company, the Agent nor the Placement Agent Forward Purchaser 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 Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Placement Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent 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 thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email e-mail notice (or other method mutually agreed to in writing by the parties) containing the 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 and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2A (with a copy to each of the other individuals from distribution list for the Company listed on such scheduleSchedule 2B), and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit BSchedule 2C, as such Exhibit B Schedule 2C may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice , unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the second sentence Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this paragraphthe Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent Xxxxx Fargo by email notice (or other method mutually agreed to in writing by the parties) containing the 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 and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be made. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent Xxxxx Fargo set forth on Exhibit B, as B (any reference to Exhibit B contained herein shall refer to such Exhibit B as may be amended from time to time). If Xxxxx Fargo 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, Xxxxx Fargo 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 Xxxxx Fargo, 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 Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo 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 Xxxxx Fargo until the Company delivers to Xxxxx Fargo 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 originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo 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 Placement AgentXxxxx Fargo’s written acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 13 or (v) either party shall have suspended the sale of the Placement Shares 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 Placement Agent Xxxxx Fargo, when Xxxxx Fargo is acting as agent, in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Xxxxx Fargo 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 Xxxxx Fargo and the Placement Agent either (i) Xxxxx Fargo accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Placement Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent 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 thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares through the Agent hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the 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 and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Agent unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the second sentence Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this paragraphthe Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below11. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3 attached hereto. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to Agent given by telephone (confirmed promptly by facsimile transmission or email), shall cancel any instructions for the offer or sale of any Shares, and Agent shall not be obligated to offer or sell any Shares, (i) during the 14 calendar days prior to the first date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings or revenue results for a completed fiscal year or quarter (each, an “Earnings Announcement”), (ii) except as provided in the paragraph immediately following this paragraph, at any time from and including an Announcement Date through and including the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement, or (iii) during any other period in which the Company is in possession of material non-public information; provided that, unless otherwise agreed between the Company and Agent, for purposes of (i) and (ii) above, such period shall be deemed to end at the relevant Filing Time. If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the corresponding Filing Time, the Company shall (i) prepare and deliver to Agent (with a copy to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to Agent, and obtain the consent of Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide Agent with the officers’ certificate, opinions/letters of counsel and Comfort Letter called for by Sections 7(n), (o) and (p) hereof; respectively, (iii) afford Agent the opportunity to conduct a due diligence review in accordance with Section 7(l) hereof and (iv) file such Earnings 8-K with the Commission. The provisions of clause (ii) of the immediately preceding paragraph shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K under the Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinions/letters of counsel and Comfort Letter pursuant to this paragraph shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions/letters of counsel and Comfort Letters as provided in Section 7 hereof and (B) other than as set forth in this paragraph, this paragraph shall in no way affect or limit the operation of the provisions of clauses (i) and (iii) of the immediately preceding paragraph, which shall have independent application. The Agent shall not have any obligation to purchase Shares as principal, whether from the Company or otherwise, unless the Company and the applicable Agent agree as set forth below. Shares purchased from the Company by the applicable Agents, individually or in a syndicate, as principals shall be made in accordance with terms agreed upon between such Agents and the Company as evidenced by a separate terms agreement (each, a “Terms Agreement”). The applicable Agents’ commitment to purchase Shares from the Company as principal shall be deemed to have been made on the basis of the accuracy of the representations and warranties of the Company and the Operating Partnership, and performance by each of the Company and the Operating Partnership of its respective covenants and other obligations, contained herein (including without limitation the indemnification and contributions provisions set forth in Section 9 hereof) and shall be subject to the terms and conditions set forth herein and in the Terms Agreement. At the time of each Terms Agreement, the applicable Agents shall specify the requirements, if any, for the officers’ certificate, opinions/letters of counsel and Comfort Letter called for by Sections 7(n), (o) and (p) hereof, respectively.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Placement Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent 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 thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 a Sales Agent (the Placement Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) (each such notice, a “Placement Notice”) containing the parameters in accordance with which it the Company desires the such Placement Shares to be sold, which shall at a minimum shall include the maximum number or amount of Placement Shares to be issued and sold (the “Placement Shares”)sold, the time period during which sales are requested to be made, any limitation on the number or amount of Placement Shares that may be sold in any one day on which the Common Stock is traded on the Exchange (any such day, a “Trading Day”) and any minimum price below which sales may not be made (a “Placement Notice”)made, a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule 3), and shall be addressed to each of the individuals from the Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be immediately effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent unless and until (ia) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within a reasonable amount of time following receipt of the Placement Notice, (b) the Designated Agent suspends sales under the Placement Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares has thereunder or under this Agreement have been sold, (iid) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company amends, supersedes, suspends or terminates the Placement Notice, Notice or (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (ive) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below11. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline (and the Company does not suspend or terminate) such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the matters covered thereby.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Placement Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the partiesCompany and the Designated Agent) containing of the parameters in accordance with which it desires the number or dollar value of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 14, the second sentence Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this paragraphthe Placement Shares thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 14, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares hereunder (each, a “Placement”), it will notify the Placement Agent CF&Co by telephonic or email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (the “Placement Shares”)) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Schedule 1. 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 Exhibit B 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 Placement Agent CF&Co set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) CF&Co declines to accept the entire amount of the Placement Shares has been soldterms contained therein for any reason, in its sole discretion, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the all Placement NoticeShares have been sold, (iii) the Company issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below11. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent CF&Co in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 CF&Co and CF&Co does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 through the Shares Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Placement Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Sales Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Sales Agent unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the second sentence Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this paragraphthe Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below11. The amount of any discount, commission or other compensation to be paid by the Company to the Placement 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 Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Sales Agent and the Sales Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Agent (with respect to the individuals from the Agent). The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 receipt of the Placement Notice (ii) the entire amount of the Placement Shares has thereunder have been sold, (ii) sold and settled in accordance with the notice requirements set forth in the second sentence of this paragraphterms hereof, (iii) the Company suspends or terminates the Placement Notice, in accordance with Section 4, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 an Agent (the Placement Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent 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 thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 an Agent (the Placement Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent 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 thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent MLV by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent MLV set forth on Exhibit BSchedule 3, as such Exhibit B 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 the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice MLV unless and until (i) MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 MLV and MLV does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day (as defined in Section 4) and any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Agent unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 5, Agent declines to accept the second sentence terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this paragraphthe Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 5, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number or dollar value of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the Agent notifies the Company that the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares has thereunder have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier earlier-dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Placement Agent accepts does not decline (and the Company does not suspend or terminate in writing accordance with the terms of this Agreement) such Placement NoticeNotice pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the matters covered thereby.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 has thereunder have been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 an Agent (the Placement Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent unless and until (i) the Designated Agent declines to accept (in writing and promptly following receipt of any Placement Notice) the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the 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 and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Placement Agent accepts in writing the terms of such Placement Notice, and then only upon the terms specified in the Placement Notice 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 the Shares Placement Units hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the partiesPartnership and the Agent) containing of the parameters in accordance with which it desires the Shares number of Placement Units to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares Placement Units that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Schedule 1. Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Provided that the Partnership is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 Units thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company Partnership suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Partnership in its sole discretion, (iiiiv) the Company Partnership issues a subsequent Placement Notice to the Agent with parameters superseding those on the Placement Notice to the Agent dated earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Placement Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Placement Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Partnership delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event of a conflict between the terms of Section 2, 3 and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. Notwithstanding anything herein to the contrary, under no circumstances shall any Placement Units be issued in fractional units.

Placements. Each time that the Company wishes to issue and sell the Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent Xxxxx Fargo by email notice (or other method mutually agreed to in writing by the parties) containing the 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 and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be made. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent Xxxxx Fargo set forth on Exhibit B, as B (any reference to Exhibit B contained herein shall refer to such Exhibit B as may be amended from time to time). If Xxxxx Fargo 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, Xxxxx Fargo 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 Xxxxx Fargo, 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 Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo 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 Xxxxx Fargo until the Company delivers to Xxxxx Fargo 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 originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo 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 Placement AgentXxxxx Fargo’s written acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 13 or (v) either party shall have suspended the sale of the Placement Shares 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 Placement Agent Xxxxx Fargo in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Xxxxx Fargo 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 Xxxxx Fargo and the Placement Agent either (i) Xxxxx Fargo accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent Xxxxx Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities 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, Xxxxx Fargo Securities 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 Xxxxx Fargo Securities, 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 Xxxxx Fargo Securities set forth on Exhibit B, setting forth the terms that Xxxxx Fargo Securities 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 Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Placement Agent’s written Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares Securities has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), (iv) this Agreement has been terminated under the provisions of Section 11 13 or (v) either party shall have suspended the sale of the Placement Shares 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 Xxxxx Fargo Securities in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Xxxxx Fargo Securities 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 Xxxxx Fargo Securities and the Placement Agent either (i) Xxxxx Fargo Securities accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify one of the Placement Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day (defined below) and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion within two (2) Trading Days (defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares has thereunder have been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent Xxxxx-Xxxxxx by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with proposed terms of such Placement, which it desires shall include at a minimum the number of Placement Shares or dollar amount of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, the time period during which sales are requested to be mademade (which time period, for the avoidance of doubt, shall consist solely of Trading Day(s) (as defined below)), any limitation on the number of Placement Shares or dollar amount of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent Xxxxx-Xxxxxx set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) Xxxxx-Xxxxxx 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 has thereunder have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with and explicitly indicates that the parameters superseding of the subsequent Placement Notice supersede those on parameters contained in the earlier dated Placement Notice, Notice or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent Xxxxx-Xxxxxx in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Xxxxx-Xxxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Xxxxx-Xxxxxx and Xxxxx-Xxxxxx does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number or dollar value of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 receipt of such Placement Notice, notify the Company (by e-mail notice or other method mutually agreed upon by the parties), (ii) the entire amount of the Placement Shares has thereunder have been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this the Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares Securities to be issued and sold (such Securities, the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Placement Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Exhibit B, as such 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 upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Agent 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 Securities thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 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 the Placement Agent accepts in writing does not decline such Placement Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Designated Agent (as defined below) by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (ia) the Designated Agent declines in writing, by any means provided for under Section 13, to accept the terms contained therein for any reason, in its sole discretion, (b) the entire amount of the Placement Shares has thereunder have been sold, (iic) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement NoticeNotice in its sole discretion, (iiid) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier dated Placement Notice, or (ive) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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. As used herein, “Designated Agent” shall mean, with respect to any Placement Notice, the specific Agent selected by the Company to act as sales agent, provided that such Agent selected by the Company has agreed to act as sales agent.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the a Placement Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing the 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 and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Designated Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Designated Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Placement Designated Agent accepts in writing the terms of such Placement Notice, and then only upon the terms specified in the Placement Notice 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 Placement Designated Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 to whom the Placement Agent Notice is delivered, as set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 receipt of the Placement Notice, (ii) the entire amount of the Placement Shares has thereunder have been sold, (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 issues a subsequent amends, supersedes, suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement any Agent in connection with the such Agent’s sale of the Placement Shares Shares, as the Designated Agent, shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement either Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Placement a Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will select and notify a Distribution Agent (the Placement 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 parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Designated Distribution Agent set forth on Exhibit B, as such 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 Placement Designated Distribution Agent’s written 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 entire amount of the Placement Shares Securities has been soldsold or, 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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 13 or (v) either party shall have suspended the sale of the Placement Shares 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 Placement 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 Exhibit 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 Placement 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 Placement Designated Distribution Agent and either (i) the Placement Designated Distribution Agent accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 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 the Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent Xxxxx Fargo Securities set forth on Exhibit B, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities 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 Xxxxx Fargo Securities, 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 Xxxxx Fargo Securities set forth on Exhibit B) setting forth the terms that Xxxxx Fargo Securities 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 Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 Placement Agent’s written Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares Securities has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 13 or (v) either party shall have suspended the sale of the Placement Shares Securities in accordance with Section 4 below; provided, however, that any such notice shall not affect or impair either party’s obligations with respect to any Placement Securities sold hereunder prior to the receipt of such notice or any Securities sold under either Alternative Distribution Agreement. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent Xxxxx Fargo Securities in connection with the sale of the Placement Shares Securities shall be calculated mutually agreed to in accordance with writing by the terms set forth in Exhibit C. parties but shall not exceed 2% of the gross proceeds from the sale of any Placement Securities pursuant to this Agreement. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Xxxxx Fargo Securities 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 Xxxxx Fargo Securities and the Placement Agent either (i) Xxxxx Fargo Securities accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Placement Agent Ladenburg by email notice (or other method mutually agreed to in writing by the parties) containing the 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 and sold (the ““ Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. A . The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent Ladenburg set forth on Exhibit B, as such Exhibit B may be amended from time to time. If Ladenburg 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, Ladenburg 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 Ladenburg, 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 Ladenburg set forth on Exhibit B) setting forth the terms that Ladenburg 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 Ladenburg until the Company delivers to Ladenburg 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 Ladenburg 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 Placement AgentLadenburg’s written acceptance of the terms of the Placement Notice or upon receipt by Ladenburg of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares Securities has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 14 or (v) either party shall have suspended the sale of the Placement Shares 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 Placement Agent Ladenburg in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Ladenburg 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 Ladenburg and the Placement Agent either (i) Ladenburg accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Sales Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”)) or the gross proceeds to be raised, the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule)B, and shall be addressed to each of the individuals from the Placement Sales Agent set forth on Exhibit B, ; as such Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by If the Company of the Placement Agent’s written acceptance of the Sales Agent wishes to accept such proposed terms of included in the Placement Notice unless and until (i) the entire amount of the Placement Shares has been soldwhich it may decline to do so for any reason in its sole discretion), (ii) in accordance or, following discussions with the notice requirements set forth in the second sentence of this paragraphCompany wishes to accept amended terms, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Sales Agent shall confirm such Placement Notice with parameters superseding those on by email notice (or other method mutually agreed to in writing by the earlier dated parties) addressed to the person from whom such Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 belowNotice was received. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Sales Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither If the Company nor wishes to issue and sell the Placement Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice Securities to the Placement Sales Agent and as principal, it will notify the Placement Sales Agent accepts in writing of the proposed terms of such Placement Notice, and then only upon the terms specified in the Placement Notice and hereinNotice. 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 Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 to whom the Placement Agent Notice is delivered, as set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 receipt of the Placement Notice, (ii) the entire amount of the Placement Shares has thereunder have been sold, (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 issues a subsequent amends, supersedes, suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below‎12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement any Agent in connection with the such Agent’s sale of the Placement Shares Shares, as the Agent, shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline (and the Company does not suspend or terminate) such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 a Distribution Agent (the Placement Agent “Designated Distribution Agent”) by email notice (or other method mutually agreed acceptable to in writing by the partiesParties) containing (a “Placement Notice”), the parameters in accordance with form of which it desires the Shares to be soldis attached hereto as Schedule 1, which shall at a minimum include specifying the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing and such necessary minimum sales parameters is attached hereto as Exhibit A. other limitations or restrictions applicable to such Placement. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Distribution Agent set forth on Exhibit BSchedule 3, as such Exhibit B 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent Leerink by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent Leerink set forth on Exhibit BSchedule 3, as such Exhibit B 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Leerink unless and until (i) 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 thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent Leerink in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Leerink and Leerink does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 the Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing from time to time by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a made. A form of which Placement Notice containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such scheduleExhibit B), as the Company may amend such Exhibit from time to time, and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit BB attached hereto, as the Agent may amend such Exhibit B may be amended from time to time. If the 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 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 Agent, issue to the Company a notice by email (or other method mutually agreed to in writing from time to time by the parties) addressed to all of the individuals from the Company and the Agent set forth on Exhibit B attached hereto setting forth the terms that the 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 Agent until the Company delivers to the Agent an acceptance by email (or other method mutually agreed to in writing from time to time by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and the Agent set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice or upon receipt by the Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares Securities has been sold, (ii) the Company terminates the Placement Notice in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement NoticeSection 2, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on in the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 13 or (v) either party shall have suspended the sale of the Placement Shares 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 Placement Agent in connection with the sale of the Placement Shares Securities shall be calculated determined in accordance with the terms set forth on Exhibit C attached hereto; provided, however, in Exhibit C. the event the Company engages the Agent for a sale of Securities that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company and the Agent will agree to compensation that is customary with respect to such transactions. The amount of any commission, discount or other compensation to be paid by the Company to the Agent, when the Agent is acting as principal, in connection with the sale of the Placement Securities shall be as separately agreed upon in writing between the parties at the time of any such sales. 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 accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended by the Agent, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 aggregate number of shares of Common Stock sold pursuant to this Agreement will not exceed 19.9% of the Company’s outstanding shares of Common Stock as of the date of this Agreement.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent X. Xxxxx FBR by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent X. Xxxxx FBR set forth on Exhibit BSchedule 3, as such Exhibit B 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 the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice X. Xxxxx FBR unless and until (i) 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 thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company or X. Xxxxx FBR suspends or terminates the Placement NoticeNotice under the provisions of Section 4 hereof, which suspension and termination rights may be exercised by the Company in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier earlier-dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13 hereof. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent X. Xxxxx FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2 hereto. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 X. Xxxxx FBR and X. Xxxxx FBR does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on amends, supersedes, suspends or terminates the earlier dated Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent in connection with the Agent’s sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline (and the Company does not suspend or terminate) such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent BRFBR by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Agent BRFBR set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The It is expressly acknowledged and agreed that neither the Company nor BRFBR will have any obligation whatsoever with respect to a Placement of any Placement Shares unless and until the Company delivers a Placement Notice to BRFBR and BRFBR 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 upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) BRFBR 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 has set forth therein have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company or BRFBR suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent BRFBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Placement Agent accepts in writing the terms of such Placement Notice, and then only upon the terms specified in the Placement Notice and hereinSchedule 3. 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 Placement Agent by email notice (or other method mutually agreed to upon in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule I. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 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 Placement Agent as set forth on Exhibit B, Schedule II (as such Exhibit B it may be amended from time to time). The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of , provided that sales pursuant to the Placement Notice would not be in violation of the provisions of Regulation M and the conditions set forth in Section 10 hereof have been satisfied, 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 has thereunder have been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on which suspension and termination rights may be exercised by the earlier dated Placement Notice, Company in its sole discretion or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13 hereof. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule III. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in herein and therein. 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 Notice and hereinShares 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 Shares Placement ADSs hereunder (each, a “Placement”), it will notify an Agent (the Placement Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at (a minimum include “Placement Notice”) of the number of Shares Placement ADSs to be issued and sold (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Shares Placement ADSs that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”)made, a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 receipt of the Placement Notice, (ii) the entire amount of the Placement Shares has ADSs thereunder have been sold, (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 issues a subsequent amends, supersedes, suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares ADSs shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares ADSs unless and until the Company delivers a Placement Notice to the Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 an Agent (the Placement Agent “Designated Agent”) by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Designated Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The receipt of each Placement Notice shall promptly be acknowledged by the Designated Agent by providing email notice to the Company to a person designated on Schedule 2. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the second sentence Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this paragraphthe Placement Shares included in the Placement Notice have been sold thereunder, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below11. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Agent unless and until (i) the Agent in writing or by email declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) business days of the receipt of the Placement Notice (ii) the entire amount of the Placement Shares has thereunder have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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; provided that in no event shall the sale of the Placement Shares in accordance with such Placement Notice exceed the Maximum Amount.

Placements. Each time that the Company wishes to issue and sell execute an Issuance or a Forward hereunder, as the Shares hereunder case may be (each, a “Placement”), it will will, (a) in the case of an Issuance, notify the Placement applicable Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Issuance Shares to be sold, which shall shall, at a minimum minimum, include the maximum number of Issuance Shares to be issued and sold (issued, the “Placement Shares”)Selling Commission Rate, the time period during which sales are requested to be made, any limitation on the number of Issuance Shares that may be sold in any one day and any minimum price per share below which sales may not be made or a formula pursuant to which such minimum price per share shall be determined (a an “Issuance Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. A-1, or (b) in the case of a Forward, notify the applicable Forward Purchaser and Forward Seller by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires to effect the Forward, which shall at a minimum include the Maximum Forward Hedge Shares, the time period or periods during which offers are to be made, any limitation on the aggregate number of Forward Hedge Shares that may be sold in any one day, any minimum price per share below which sales may not be made or any formula pursuant to which such minimum price shall be determined, the Forward Hedge Selling Commission Rate, the remaining amount available under the Maximum Amount and, as applicable, certain specified terms of the Forward (a “Forward Placement Notice”), a form of which is attached hereto as Exhibit A-2. The Agent then in receipt of an Issuance Placement Notice is herein referred to as the “Current Agent,” and the Forward Seller then in receipt of a Forward Placement Notice is herein referred to as the “Current Forward Seller.” The Forward Purchaser for whom the Current Forward Seller is acting at any time is herein referred to as the “Current Forward Purchaser.” There may be only one Current Agent per day and no Current Agent during any Forward Hedge Selling Period. In addition, there may only be one Current Forward Purchaser and one Current Forward Seller during any Forward Hedge Selling Period and during any Unwind Period (as defined in the Master Forward Confirmation). The Company further agrees that it will not sell, or instruct any other party hereto to sell, any Shares under any other sales agency financing agreements or other similar arrangements on such day. The Current Agent or the Current Forward Seller, as the case may be, at any given time is herein referred to as the “Current Seller.” Each Placement Notice sent to an Agent, or to a Forward Seller and a Forward Purchaser, as applicable, shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each two or more of the individuals from such Agent (in the case of an Issuance Placement Agent Notice) or such Forward Purchaser and such Forward Seller (in the case of a Forward Placement Notice) set forth on Exhibit BB attached hereto, as such Exhibit B attached hereto may be amended from time to time. The Company may amend Exhibit B from time to time by providing written notice to the Agents and the Forward Purchasers in accordance with Section 14 hereof. If the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, will, prior to 4:30 p.m. (New York City time) on the business day following the business day on which such Placement Notice is delivered to the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to two or more of the individuals from each of the Company and the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, set forth on Exhibit B attached hereto setting forth the terms that the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, until the Company delivers to the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which Acceptance shall be addressed to two or more of the individuals from the Company and the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Placement Agent’s written acceptance by the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, of the terms of the Placement Notice or upon receipt by the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares Issuance Amount or the Maximum Forward Hedge Shares, as applicable, has been sold, (ii) the Selling Period specified in the relevant Placement Notice has expired, (iii) by notice delivered in accordance with the notice requirements set forth in the second first sentence of this paragraph, the Company terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on contained in the earlier dated Placement Notice, (ivv) this Agreement has been terminated under the provisions of Section 11 13 or (vvi) either party shall have suspended the sale of Issuance or the Placement Shares Forward, as the case may be, in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Current Agent in connection with the sale of the Placement Shares an Issuance shall be calculated determined in accordance with the terms set forth in Exhibit C. C attached hereto. The amount of any discount, commission or other compensation to be reflected in the Forward Price (as defined in the Master Forward Confirmation) in connection with a Forward shall be determined in accordance with the terms set forth in Exhibit C attached hereto. It is expressly acknowledged and agreed that neither the Company nor the Placement Current Agent nor the Current Forward Purchaser and the Current Forward Seller, as applicable, will have any obligation whatsoever with respect to an Issuance or a Placement or any Placement Shares Forward, as the case may be, unless and until the Company delivers a Placement Notice to the Placement Current Agent or the Current Forward Purchaser and the Placement Current Forward Seller, as applicable, and either (x) the Current Agent or the Current Forward Purchaser and the Current Forward Seller, as applicable, accepts in writing the terms of such Placement NoticeNotice or (y) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), the applicable Master Forward Confirmation (in the case of a Forward) 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. No Forward Placement Notice may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Shares is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period under the Forward to, and including, the last scheduled Trading Day of the Forward Hedge Selling Period under such Forward or (y) such Forward Placement Notice, together with all prior Forward Placement Notices delivered by the Company hereunder, would result in the aggregate Capped Number under all Forward Contracts entered into or to be entered into between the Company and the Forward Purchasers exceeding 19.99% of the number of Common Shares outstanding as of the date of this Agreement.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent (the Placement Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, in which case the Designated 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 has thereunder have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on in the earlier dated Placement NoticeNotice for any reason, in the Company’s sole discretion, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Placement Securities hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Placement Securities to be sold, which shall at a minimum include the maximum number of Shares Placement Securities to be issued and sold (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day made and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule)B, and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. If the Placement 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 Placement Agent will, prior to 8:30 a. m., Eastern Time, on the Business Day (as defined below) following the Business Day on which such Placement Notice is delivered to the Placement 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 Placement Agent set forth on Exhibit B setting forth such acceptance or, in the alternative, such other terms that the Placement 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 Placement Agent until the Company delivers to the Placement 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 Placement 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 Placement Agent’s written acceptance of the terms of the Placement Notice or upon receipt by the Placement Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares has Securities which the Company requested the Placement Agent to sell in such Placement Notice have been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement NoticeNotice in writing (including via email) at any time and in its sole discretion, (iii) the Company issues a subsequent Placement Notice with parameters expressly superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 12 or (v) either party shall have suspended the sale of the Placement Shares 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 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 accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “"Placement”"), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the partiesparties in writing) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “"Placement Notice”"), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time updated with notice pursuant to timeSection 13 hereof. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 (defined below) of the receipt of the Placement Notice (ii) the entire amount of the Placement Shares has thereunder have been sold, (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 issues a subsequent amends, supersedes, suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that In reliance upon the representations, warranties and agreements herein contained, and subject to the terms and conditions set forth herein, the parties agree as follows: (a) On any Trading Day during the Commitment Period on which (i) the conditions set forth in Section 9 have been satisfied and (ii) with respect to any Forward, during a Forward Hedge Selling Period, the Company wishes to may issue (in the case of an Issuance) and sell or cause to be sold the Shares hereunder (each, a “Placement”), it will notify by the Placement delivery of a notice to an Agent (in the case of an Issuance), or to a Forward Seller and the applicable Forward Purchaser (in the case of a Forward), in each case, by an email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at specify whether it relates to an “Issuance” or a minimum “Forward” and include the maximum number of Shares to be issued and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and day, any minimum price below which sales may not be made or a formula pursuant to which such minimum price shall be determined, the applicable commission and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed set forth on such scheduleExhibit B), and shall be addressed to each of the individuals from the Placement applicable Agent or the applicable Forward Seller and Forward Purchaser set forth on Exhibit B, B (as such Exhibit B may be amended from time to time). In the case of a Forward, along with the Placement Notice, the Company shall deliver a duly executed Confirmation, with terms corresponding to such Placement. (b) If an Agent or a Forward Seller and a Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice and, in the case of a Forward, the Confirmation (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, such Agent or such Forward Seller and Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice was delivered to such Agent or such Forward Seller and Forward Purchaser, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and such Agent or such Forward Seller and Forward Purchaser, as applicable, set forth on Exhibit B, setting forth the terms that such Agent or such Forward Seller and Forward Purchaser, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or an Agent or a Forward Seller and Forward Purchaser, as applicable, until the Company delivers to such Agent or such Forward Seller and Forward Purchaser, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (an “Acceptance”), which email shall be addressed to all of the individuals from the Company and such Agent or such Forward Seller and Forward Purchaser, as applicable, set forth on Exhibit B, along with, in the case of a Forward, a duly executed amended Confirmation, with terms corresponding to such Placement (as amended). The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Placement an Agent’s written or a Forward Seller’s and Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by an Agent or a Forward Seller and Forward Purchaser, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this the prior paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of pursuant to Section 11 13 or (v) either any party shall have suspended the sale of the Placement Shares in accordance with Section 4 below4. The amount of any discountWith respect to an Issuance, commission or other compensation to be paid by the Company to the Placement Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. It it is expressly acknowledged and agreed that neither the Company nor the Placement any 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 Placement an Agent and the Placement either (i) such Agent accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended by such Agent, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. With respect to a Forward, it is expressly acknowledged and agreed that the Company, the applicable Forward Seller and Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Shares unless and until (i) the Company delivers a Placement Notice to such Forward Seller and Forward Purchaser and either (x) such Forward Seller and Forward Purchaser accept the terms of such Placement Notice or (y) where the terms of such Placement Notice are amended by such Forward Seller or Forward Purchaser, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), this Agreement and the applicable Confirmation, and (ii) the Forward Purchaser executes and delivers to the Company the applicable Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. (i) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period, (ii) no Placement Notice may be delivered hereunder if the Selling Period specified therein would overlap in whole or in part with any Selling Period specified in any other Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder unless the Shares to be sold under all such previously delivered Placement Notices have all been sold, (iii) no Placement Notice may be delivered hereunder if any Selling Period specified therein would overlap in whole or in part with any Unwind Period under any Confirmation (as defined in such Confirmation) entered into between the Company and any Forward Purchaser and (iv) no Placement Notice specifying that it relates to a “Forward” may be delivered if such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder, would result in the aggregate Capped Number under all Confirmations entered into or to be entered into between the Company and the Forward Purchasers exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by an Agent (in the case of an Issuance) or a Forward Seller and Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile, email or other method mutually agreed to in writing by the parties, addressed to all of the individuals from the Company and such Agent (in the case of an Issuance) or such Forward Seller and Forward Purchaser (in the case of a Forward) set forth on Exhibit B (as such Exhibit B may be amended from time to time), which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or an Agent (in the case of an Issuance) or a Forward Seller and a Forward Purchaser (in the case of a Forward) set forth on Exhibit B (as such Exhibit B may be amended from time to time).

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to timetime 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion (which the Agent must communicate by providing email notice by the end of the Business Day following the date of receipt of the Placement Notice, or the Placement Notice will be deemed to be accepted by the Agent in accordance with its terms), (ii) the entire amount of the Placement Shares thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 an Agent (the Placement Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 (as defined below) of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares has thereunder have been sold, (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 issues a subsequent amends, supersedes, suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent KeyBanc by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which notice containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. A Placement Notice shall not set forth a number of Placement Securities that, when added to the aggregate number of Securities previously purchased and to be purchased pursuant to pending Placement Notices (if any) hereunder and any Alternative Equity Distribution Agreement results in an aggregate gross sale price of Securities that exceeds the Maximum Amount. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule)B, and shall be addressed to each of the individuals from the Placement Agent KeyBanc set forth on Exhibit B, as such Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice KeyBanc, unless and until (i) by notice from any of the individuals from KeyBanc set forth on Exhibit B addressed to each of the individuals from the Company set forth on Exhibit B, KeyBanc declines to accept the parameters contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities has been sold, (iiiii) in accordance with the notice requirements set forth in the second third sentence of this paragraph, the Company terminates the Placement Notice, (iiiiv) in accordance with the notice requirements set forth in the third sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (ivv) this the Agreement has been terminated under the provisions of Section 11 13 hereof or (vvi) either party shall have suspended the sale of the Placement Shares 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 KeyBanc in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent KeyBanc 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 KeyBanc and the Placement Agent accepts in writing KeyBanc does not decline the terms of such Placement NoticeNotice pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event The Company agrees that any offer to sell or any sales of a conflict between the terms of Securities pursuant to this Agreement or any Alternative Equity Distribution Agreement shall only be effected by or through only one of KeyBanc or an Alternative Agent on any single given day (subject to Section 7(k) below), and the terms Company shall in no event request that KeyBanc and an Alternative Agent sell Securities on the same day; provided, however, that the foregoing limitation shall only apply with respect to an agency transaction and shall not apply to any (i) principal transaction effected at any time by any Agent, (ii) exercise of a Placement Noticeany option, warrant, right or any conversion privilege set forth in the terms instrument governing such security or (iii) sales solely to employees or security holders of the Placement Notice will controlTransaction Entities or their subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the partiesparties in writing) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 (defined below) of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares has thereunder have been sold, (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 issues a subsequent Placement Notice with parameters superseding those on amends, supersedes, suspends or terminates the earlier dated Placement Notice, in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will shall notify the Placement Agent Xxxxx Fargo Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be mademade (the “Placement Period”), any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent Xxxxx Fargo Securities set forth on Exhibit BB attached hereto, as such Exhibit B may be amended from time to time. If Xxxxx Fargo Securities wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo Securities shall, 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 Xxxxx Fargo Securities, 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto) setting forth the terms that Xxxxx Fargo Securities 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 Xxxxx Fargo Securities until the Company delivers to Xxxxx Fargo Securities 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 Xxxxx Fargo Securities set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Placement Agent’s written Xxxxx Fargo Securities’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo Securities of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares Securities has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 ‎13 or (v) either party shall have suspended the sale of the Placement Shares Securities in accordance with Section 4 ‎4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent Xxxxx Fargo Securities in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. C attached hereto. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent will Xxxxx Fargo Securities shall 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 Xxxxx Fargo Securities and the Placement Agent either (i) Xxxxx Fargo Securities accepts in writing the terms of such Placement Notice, or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 will (as amended by the corresponding Acceptance, if applicable) shall control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent MLV by email notice (or other method mutually agreed to in writing by the partiesParties) containing of the parameters in accordance with which it desires the Shares to be soldproposed terms of such Placement, which shall include at a minimum include minimum, the number of Placement Shares proposed to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent MLV set forth on Exhibit BSchedule 3, as such Exhibit B 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice MLV unless and until (i) MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 MLV and MLV does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Transaction Entities and the Agents agree that the Company may from time to time seek to sell Securities through a designated Agent, acting as sales agent (the “Designated Agent”), or directly to any of the Agents acting as principal, as follows: Each time that the Company wishes to issue and sell the Shares Securities hereunder (each, a “Placement”), it will notify the Placement Designated Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which notice containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. A Placement Notice shall not set forth a number of Placement Securities that, when added to the aggregate number of Securities previously purchased and to be purchased pursuant to pending Placement Notices (if any) hereunder results in an aggregate gross sale price of Securities that exceeds the Maximum Amount. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule)B, and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit B, as such Exhibit B may be amended from time to timeDesignated Agent. The Placement Notice shall be effective upon receipt by the Company of the Placement Designated Agent’s written acceptance of the terms of the Placement Notice , unless and until (i) by notice from the Designated Agent to each of the individuals from the Company set forth on Exhibit B (as such Exhibit may be amended from time to time) that the Designated Agent declines to accept the parameters contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities has been sold, (iiiii) in accordance with the notice requirements set forth in the second third sentence of this paragraph, the Company terminates the Placement Notice, (iiiiv) in accordance with the notice requirements set forth in the third sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (ivv) this Agreement has been terminated under the provisions of Section 11 13 hereof or (vvi) either party shall have suspended the sale of the Placement Shares 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 Designated Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. C, except in the case of a sale of Securities directly to one or more Agents as principal, in which case the Company and such Agent(s) will enter into a separate written agreement relating to the terms and conditions of such sale including in respect of fees. It is expressly acknowledged and agreed that neither the Company nor the Placement any 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 Designated Agent and the Placement Designated Agent accepts in writing does not decline the terms of such Placement NoticeNotice pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event The Company agrees that any offer to sell or any sales of a conflict between the terms of Securities pursuant to this Agreement shall only be effected by or through only one of the Agents on any single given day, and the terms of a Placement NoticeCompany shall in no event request that more than one Agent sell Securities on the same day; provided, however, that the terms of the Placement Notice will controlforegoing limitation shall only apply with respect to an agency transaction and shall not apply to any principal transaction effected at any time by one or more Agents.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Distribution Agent (the “Distribution Agent”) by email notice (or other method mutually agreed acceptable to in writing by the partiesParties) containing (a “Placement Notice”), the parameters in accordance with form of which it desires the Shares to be soldis attached hereto as Schedule 1, which shall at a minimum include specifying the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing and such necessary minimum sales parameters is attached hereto as Exhibit A. other limitations or restrictions applicable to such Placement. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Distribution Agent set forth on Exhibit BSchedule 3, as such Exhibit B 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Distribution Agent unless and until (i) the Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement Distribution 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 Placement Distribution Agent and the Distribution Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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, (i) the Company shall not offer or sell, or request the offer or sale of, any Shares, (ii) the Company, by notice to the Distribution Agent given by telephone (confirmed promptly by e mail), shall cancel any instructions for the offer or sale of Shares, and (iii) the Distribution Agent shall not be obligated to offer or sell any Shares, 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 Distribution Agent pursuant to this Section 2), during any time or during any period that the Company is in possession of material non-public information.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), in a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. to be agreed upon by the Company and the Agent. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit Ba schedule to be supplementally provided to the Company, as such Exhibit B schedules may be amended from time to timetime (such schedules, the “Notice Schedules”). The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 has thereunder have been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement 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 Exhibit C. aggregate proceeds from each sale of Placement Shares. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email electronic notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B 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 the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Agent unless and until (ia) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (b) the entire amount of the Placement Shares thereunder has been sold, (iic) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iiid) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (ive) the Placement is suspended pursuant to Section 5(e)(i) or (f) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Designated Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 to whom the Placement Agent Notice is delivered, as set forth on Exhibit BPart II of Schedule 3, as such Exhibit B 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 Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 in writing within twenty-four (24) hours of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on by notice to the earlier dated Placement NoticeDesignated Agent, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement any Agent in connection with the such Agent’s sale of the Placement Shares Shares, as the Designated Agent, shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2 of this Agreement. It is expressly acknowledged and agreed that neither the Company nor the Placement either Agent will have any obligation whatsoever under this Agreement with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Placement a Designated Agent and the such Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 an Agent (the Placement Agent "Designated Agent") by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a "Placement Notice") containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Designated Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The receipt of each Placement Notice shall promptly be acknowledged by the Designated Agent by providing email notice to the Company to a person designated on Schedule 2. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the second sentence Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this paragraphthe Placement Shares included in the Placement Notice have been sold thereunder, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below11. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 the Shares Preferred Units hereunder (each, a “Placement”), it will notify the Placement Agent BRFBR by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number or aggregate offering price of Shares Preferred Units to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number or aggregate offering price of Shares Placement Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Schedule 1. Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Exhibit B 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 Placement Agent BRFBR set forth on Exhibit BSchedule 3, as such Exhibit B schedule may be amended from time to time. The Each Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice BRFBR unless and until (i) BRFBR declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company Partnership suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Partnership in its sole discretion (iiiiv) the Company Partnership issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Placement Agent BRFBR in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Placement 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 BRFBR and BRFBR does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in 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 Notice and hereinSecurities. 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 and determines in its sole discretion to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Agent unless and until (i) the Agent declines in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) to accept the terms contained therein for any reason, in its sole discretion, in which case the Agent shall, within two (2) Trading Days (as defined below) of the receipt of such Placement Notice, notify the Company (by e-mail notice or other method mutually agreed to by the parties), (ii) the entire amount of the Placement Shares has thereunder have been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent Merrill by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which notice containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. A Placement Notice shall not set forth a number of Placement Securities that, when added to the aggregate number of Securities previously purchased and to be purchased pursuant to pending Placement Notices (if any) hereunder and any Alternative Equity Distribution Agreement results in an aggregate gross sale price of Securities that exceeds the Maximum Amount. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule)B, and shall be addressed to each of the individuals from the Placement Agent Merrill set forth on Exhibit B, as such Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Merrill, unless and until (i) by notice from any of the individuals from Merrill set forth on Exhibit B addressed to each of the individuals from the Company set forth on Exhibit B, Xxxxxxx declines to accept the parameters contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities has been sold, (iiiii) in accordance with the notice requirements set forth in the second third sentence of this paragraph, the Company terminates the Placement Notice, (iiiiv) in accordance with the notice requirements set forth in the third sentence of this paragraph, the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (ivv) this the Agreement has been terminated under the provisions of Section 11 13 hereof or (vvi) either party shall have suspended the sale of the Placement Shares 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 Merrill in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Merrill 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 Merrill and the Placement Agent accepts in writing Merrill does not decline the terms of such Placement NoticeNotice pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event The Company agrees that any offer to sell or any sales of a conflict between the terms of Securities pursuant to this Agreement or any Alternative Equity Distribution Agreement shall only be effected by or through only one of Merrill or an Alternative Agent on any single given day (subject to Section 7(k) below), and the terms Company shall in no event request that Merrill and an Alternative Agent sell Securities on the same day; provided, however, that the foregoing limitation shall only apply with respect to an agency transaction and shall not apply to any (i) principal transaction effected at any time by any Agent, (ii) exercise of a Placement Noticeany option, warrant, right or any conversion privilege set forth in the terms instrument governing such security or (iii) sales solely to employees or security holders of the Placement Notice will controlTransaction Entities or their subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email electronic notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B 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 the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent Xxxxx Fargo by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be soldsold (a “Placement Notice”), which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be mademade (which period shall not exceed five business days), any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent Xxxxx Fargo set forth on Exhibit B, as such Exhibit B may be amended from time to time. The A Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) Xxxxx Fargo declines to accept the entire amount of the terms contained therein for any reason, in its sole discretion, (ii) all Placement Shares has Securities have been sold, (iiiii) the Company suspends or terminates the sale of the Placement Securities in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement NoticeSection 4 below, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended 13. The compensation payable by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, in connection with the sale of the Placement Shares in accordance with Section 4 belowSecurities shall be equal to 2.00% of the gross sales price of the Placement Securities sold pursuant to this Agreement. The amount of any discountcommission, commission discount or other compensation to be paid by the Company to the Placement Agent Xxxxx Fargo, when Xxxxx Fargo is acting as principal, in connection with the sale of the Placement Shares Securities shall be calculated in accordance with as separately agreed among the terms set forth in Exhibit C. parties hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Xxxxx Fargo 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 Xxxxx Fargo and Xxxxx Fargo does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email notice (or other method mutually agreed to upon in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule I. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 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 Placement Agent set forth on Exhibit B, Schedule II (as such Exhibit B it may be amended from time to time). The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 has thereunder have been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12 hereof. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule III. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in herein and therein. 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 Notice and hereinShares 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the maximum number of Shares Securities to be offered, sold and issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and day, any minimum price below which sales may not be made, and the maximum prices above which sales may not be made (a “Placement Notice”), a form of which containing such parameters necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Exhibit B, as such Exhibit B may be amended from time to time. If the Placement Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the Placement Agent will, prior to 8:30 a.m., Eastern Time, on the Business Day (as defined below) following the Business Day on which such Placement Notice is delivered to the Placement 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 Placement Agent set forth on Exhibit B setting forth such acceptance or, in the alternative, such other terms that the Placement 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 Placement Agent until the Company delivers to the Placement 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 Placement 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 Placement Agent’s written acceptance of the terms of the Placement Notice or upon receipt by the Placement Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares has Securities have been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement NoticeNotice in writing (including via email) at any time and in its sole discretion, (iii) the Company issues a subsequent Placement Notice with parameters expressly superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 12 or (v) either party shall have suspended the sale of the Placement Shares 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 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 accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 Fund wishes to issue and sell the Common Shares hereunder (each, a “Placement”), it will notify some or all of the several Placement Agent Agents by email e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it the Fund desires the Common Shares to be sold, which shall at a minimum include the number of Common Shares to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Common Shares that may be sold in any one day and any minimum price below which sales may not be made (which minimum price shall not be less than the Fund’s then current net asset value per share) (a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. A; provided, however, the Fund agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Common Shares shall be effected by or through only one Placement Agent on any single given day, and the Fund shall in no event request that a Placement Agent sell Common Shares on the same day as another Placement Agent. The Placement Notice shall originate from any of the individuals from the Company Fund set forth on Exhibit B (with a copy to each of the other individuals from the Company Fund listed on such schedule), and shall be addressed to each of the individuals from the Applicable Placement Agent (as defined below) set forth on Exhibit B, as such Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by If the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Applicable Placement Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the wishes to accept such proposed terms set forth in 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Placement Agent accepts in writing the terms of such Placement Notice, and then only upon the terms specified included in the Placement Notice and herein. In (which it may decline to do so for any reason in its sole discretion) or, following discussion with the event of a conflict between the terms of this Agreement and the terms of a Placement NoticeFund, wishes to accept amended terms, the terms of Applicable Placement Agent, 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 will control.is delivered to the Applicable Placement Agent, issue to the Fund a notice by email (or other method

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Placement Agent BTIG by email notice (or other method mutually agreed to in writing by the partiesParties) containing of the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number amount of Shares to be issued and sold (the “Placement Shares”)) requested to be sold 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 amount of Placement Shares that may be sold in any one day and single 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”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Schedule 1. A Placement Notice shall originate from any of the individuals from individual representatives of the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule)Schedule 3, and shall be addressed to each of the individuals from the Placement Agent individual representatives of BTIG set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been soldBTIG, (ii) in accordance with the notice requirements set forth in Section 4, declines to accept the second sentence terms contained therein for any reason, in its sole discretion (which shall not be deemed a breach of BTIG’s agreement herein), (ii) the entire amount of the Placement Shares thereunder have been sold or the aggregate Shares sold under this paragraphAgreement equals the Maximum Amount, whichever occurs first, (iii) the Company Company, in accordance with the notice requirements set forth in Section 4, suspends or terminates the Placement Notice or sales thereunder, (iv) BTIG, in accordance with the notice requirements set forth in Section 4, suspends sales under the Placement Notice, (iiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, Notice or (ivvi) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent BTIG in connection with the sale of the Placement Shares effected through BTIG, as agent, shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent BTIG will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the BTIG and BTIG does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Following effectiveness of the Registration Statement, each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent, chosen at the Placement Agent Company’s sole discretion for purposes of such issuance and sale (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by delivery to the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent unless and until the earliest of the following occurs: (i) the Designated Agent declines in writing, by any means provided for under Section 13, to accept the terms contained therein for any reason, in its sole discretion; (ii) the entire amount of the Placement Shares thereunder has been sold, ; (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iii) which suspension and termination rights may be exercised by the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, in its sole discretion at any time; and (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation Compensation (as defined below) to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares through the Designated Agent acting as sales agent or principal pursuant to this Agreement shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Placement Designated Agent accepts in writing the terms of does not decline such Placement Notice, or such Placement Notice is otherwise no longer effective, in each case, pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice 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 controlprevail.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Placement Agent BMO by email notice (or other method mutually agreed to in writing by the parties) containing the 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 and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price per share below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent BMO set forth on Exhibit B, as such Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice BMO unless and until (i) the entire amount of the Placement Shares has been sold, (ii1) in accordance with the notice requirements set forth herein, BMO declines to accept the terms contained therein for any reason, in its sole discretion, (2) the second sentence entire amount of this paragraphthe Placement Shares have been sold, (3) in accordance with the notice requirements set forth herein, the Company suspends or terminates the Placement Notice, (iii4) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv5) this the Agreement has been terminated under the provisions of Section 11 13 or (v6) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent BMO in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent BMO 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 Placement Agent BMO and the Placement Agent accepts in writing BMO does not decline the terms of such Placement NoticeNotice pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event of a conflict between the terms of this Agreement Section 2 and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended updated with notice pursuant to Section 13 hereof from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 receipt of the Placement Notice, (ii) the entire amount of the Placement Shares has thereunder have been sold, (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 issues a subsequent amends, supersedes, suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 1. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number or dollar value of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (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 day Trading Day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 has to be sold thereunder have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement NoticeNotice for any reason, in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Designated Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 has thereunder have been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares hereunder (each, a “Placement”), it will notify the Placement Agent Xx Xxxxx by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with proposed terms of such Placement. If Xx Xxxxx wishes to accept such proposed terms (which it desires may decline to do for any reason in its sole discretion) or, following discussions with the Shares Company, wishes to be soldaccept amended terms, which shall at Xx Xxxxx will issue to the Company a minimum include written or email notice setting forth the terms that Xx Xxxxx is willing to accept, including without limitation the number of Shares to be issued and sold (the “Placement Shares”)) to be issued, the time period during manner(s) in which sales are requested to be made, any limitation the date or dates on the number of Shares that may which such sales are anticipated to be sold in any one day and made, any minimum price below which sales may not be made made, and the capacity in which Xx Xxxxx may act in selling Placement Shares hereunder (as principal, agent or both) (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Placement Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 belowSchedule 1. The amount of any discount, commission or other compensation to be paid by the Company to Xx Xxxxx from the Placement Agent in connection with the sale gross proceeds from sales of the Placement Shares pursuant to the terms of this Agreement shall be calculated in accordance with the equal to 4.5%. The terms set forth in Exhibit C. a Placement Notice will not be binding on the Company or Xx Xxxxx 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 Xx Xxxxx; provided, however, that neither the Company nor Xx Xxxxx will be bound by the terms of a Placement Notice unless the Company delivers to Xx Xxxxx 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 Placement Agent Xx Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Xx Xxxxx delivers a Placement Notice to the Placement Agent Company and the Placement Agent Company accepts in writing the terms of such Placement NoticeNotice by means of an Acceptance, and then only upon the terms specified in the Placement Notice 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 ADSs through the Shares Agents hereunder (each, a “Placement”), it will notify one of the Placement Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement ADSs representing Ordinary Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Shares Placement ADSs that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the Designated 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 has ADSs thereunder have been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares ADSs shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares ADSs unless and until the Company delivers a Placement Notice to the Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Placement ADSs hereunder (each, a “Placement”), it will notify one of the Placement Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares Placement ADSs to be issued and sold (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Shares Placement ADSs that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the Designated 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 receipt of the Placement Notice), (ii) the entire amount of the Placement Shares has ADSs thereunder have been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares ADSs shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares ADSs unless and until the Company delivers a Placement Notice to the Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent B. Xxxxx FBR by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 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 Placement Agent B. Xxxxx FBR set forth on Exhibit BSchedule 3, as such Exhibit B 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 the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice B. Xxxxx FBR unless and until (i) B. 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 thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company or B. Xxxxx FBR suspends or terminates the Placement NoticeNotice under the provisions of Section 4 hereof, which suspension and termination rights may be exercised by the Company in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier earlier-dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13 hereof. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent B. Xxxxx FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2 hereto. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent B. 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 B. Xxxxx FBR and B. Xxxxx FBR does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 the Placement Shares hereunder (each, a “Placement”), it will notify an Agent determined in the Placement Agent sole discretion of the Company (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day day, and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Designated Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 has thereunder have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent Agents in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3 and the applicable Placement Notice. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 one of the Placement Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the Designated 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 has thereunder have been sold, (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 issues a subsequent amends, supersedes, suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below12. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline (and the Company does not suspend or terminate) such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Placement Securities hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares Placement Securities to be sold, which shall at a minimum include the maximum number of Shares Placement Securities to be issued and sold (the “Placement Shares”)issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day made and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule)B, and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit B, as such Exhibit B may be amended from time to time. If the Placement 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 Placement Agent will, prior to 8:30 a.m., Eastern Time, on the Business Day (as defined below) following the Business Day on which such Placement Notice is delivered to the Placement 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 Placement Agent set forth on Exhibit B setting forth such acceptance or, in the alternative, such other terms that the Placement 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 Placement Agent until the Company delivers to the Placement 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 Placement 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 Placement Agent’s written acceptance of the terms of the Placement Notice or upon receipt by the Placement Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares has Securities which the Company requested the Placement Agent to sell in such Placement Notice have been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement NoticeNotice in writing (including via email) at any time and in its sole discretion, (iii) the Company issues a subsequent Placement Notice with parameters expressly superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 12 or (v) either party shall have suspended the sale of the Placement Shares 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 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 accepts in writing the terms of such Placement Notice, and then only upon the terms specified in the Placement Notice and herein. In the event of a conflict between or (ii) where the terms of this Agreement and the terms of a such Placement NoticeNotice are amended, the Company accepts such amended terms of the Placement Notice will control.by

Placements. Each time that the Company wishes to issue and sell Placement Shares through the Shares Agents acting as sales agents or directly to the Agents acting as principal hereunder (each, a “Placement”), it will notify an Agent (the Placement Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraphSection 4, 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 set forth therein have been sold, (iii) the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, Notice or (ivv) this the Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement designated Agent by email notice (or other method mutually agreed to in writing from time to time by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a made. A form of which Placement Notice containing such necessary minimum sales parameters is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B attached hereto (with a copy to each of the other individuals from the Company listed on such scheduleExhibit B), as the Company may amend such Exhibit from time to time, and shall be addressed to each of the individuals from the Placement applicable Agent set forth on Exhibit BB attached hereto, as each Agent may amend such Exhibit B may be amended from time to time. For the avoidance of doubt, the parties acknowledge and agree that it is their mutual intention that only one Agent shall sell Placement Securities pursuant to a particular Placement Notice, and the Company shall, in its sole discretion, designate the Agent who it prefers to sell Placement Securities pursuant to that Placement Notice, and the Agents agree that they will abide by such designation unless the designated Agent shall decline to accept the proposed terms included in the Placement Notice, in which event the Company may send the Placement Notice to the other Agent and the other Agent, if it accepts such proposed terms, shall be permitted to sell the Placement Securities pursuant to such Placement Notice. If the applicable 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, such 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 such Agent, issue to the Company a notice by email (or other method mutually agreed to in writing from time to time by the parties) addressed to all of the individuals from the Company and the applicable Agent set forth on Exhibit B attached hereto setting forth the terms that such 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 applicable Agent until the Company delivers to such Agent an acceptance by email (or other method mutually agreed to in writing from time to time 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 applicable Agent set forth on Exhibit B attached hereto. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of the Placement applicable Agent’s written acceptance of the terms of the Placement Notice or upon receipt by the applicable Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares Securities has been sold, (ii) the Company terminates the Placement Notice in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement NoticeSection 2, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on in the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 13 or (v) either party shall have suspended the sale of the Placement Shares 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 Placement applicable Agent in connection with the sale of the Placement Shares Securities shall be calculated determined in accordance with the terms set forth on Exhibit C attached hereto; provided, however, in Exhibit C. the event the Company engages an Agent for a sale of Securities that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company and the applicable Agent will agree to compensation that is customary with respect to such transactions. The amount of any commission, discount or other compensation to be paid by the Company to the applicable Agent, when such Agent is acting as principal, in connection with the sale of the Placement Securities shall be as separately agreed upon in writing between the parties at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor the Placement any 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 an Agent and the Placement either (i) such Agent accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended by an Agent, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 aggregate number of shares of Common Stock sold pursuant to this Agreement will not exceed 19.9% of the Company’s outstanding shares of Common Stock as of the date of this Agreement.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number or dollar amount of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”), 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares thereunder has been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event of a conflict between the terms of Section 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 an Agent (the Placement Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”)issued, 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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt of such Placement Notice (ii) the entire amount of the Placement Shares thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on included in the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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. (a) Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent FBR by email notice (or other method mutually agreed to in writing by the partiesParties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Agent FBR set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The It is expressly acknowledged and agreed that neither the Company nor FBR will have any obligation whatsoever with respect to a Placement of any Placement Shares unless and until the Company delivers a Placement Notice to FBR and FBR 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 upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice unless and until (i) FBR 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 has set forth therein have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company or FBR suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Placement Agent accepts in writing the terms of such Placement Notice, and then only upon the terms specified in the Placement Notice and hereinSchedule 3. 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. (b) During the term of this Agreement, neither FBR nor any of its affiliates or subsidiaries shall engage in (A) any short sale of any security of the Company or (B) any sale of any security of the Company that FBR does not own or any sale that is consummated by the delivery of a security of the Company borrowed by, or for the account of XXX.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent BRS by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the aggregate number of Placement Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the aggregate number of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent BRS set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice BRS unless and until (i) BRS declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount number of the Placement Shares thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with and explicitly indicates that its parameters superseding supersede those on contained in the earlier dated Placement Notice, Notice or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent BRS in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent BRS 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 BRS and BRS does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing by the parties) containing of the parameters in accordance with which it desires the Shares Securities to be sold, which shall at a minimum include the number or dollar amount of Shares Securities to be issued and sold (the “Placement SharesSecurities”), the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on 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 Exhibit B, as such 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 upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice 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 has Securities thereunder have been sold, (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 issues a subsequent Placement Notice with parameters superseding those on suspends or terminates the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 11 9 or Section 12 or (v) either party shall have suspended the sale of the Placement Shares 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 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 accepts in writing the terms of such Placement NoticeNotice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 the Shares Common Stock through Chardan, as agent, hereunder (each, a “Placement”), it will notify the Placement Agent Chardan by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares Common Stock to be sold, which shall at a minimum include the number of Shares shares of Common Stock to be issued and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares shares of Common Stock that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement Agent Chardan set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Chardan unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, Chardan declines to accept the second sentence terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this paragraphthe Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below11. The amount of any discount, commission or other compensation to be paid by the Company to the Placement 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 Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Chardan and Chardan does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Agent B. Xxxxx FBR by email notice electronic mail (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include of the number of Shares to be issued and sold (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 day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Agent B. Xxxxx FBR set forth on Exhibit BSchedule 3, as such Exhibit B 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 the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice B. Xxxxx FBR unless and until (i) B. 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 thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company or B. Xxxxx FBR suspends or terminates the Placement NoticeNotice under the provisions of Section 4 hereof, which suspension and termination rights may be exercised by the Company in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier earlier-dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent B. Xxxxx FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent B. 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 B. Xxxxx FBR and B. Xxxxx FBR does not decline such Placement Agent and the Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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. a. Each time that the Company wishes Placement Shares to issue and sell the Shares be sold hereunder (each, a “Placement”), it will notify the Placement Designated Agent by email notice (or other method mutually agreed to in writing by the partiesparties hereto) containing of whether the parameters in accordance with which it desires the Placement relates to Primary Shares to be soldor Forward Hedge Shares, which shall at a minimum include the number or dollar amount of Shares to be issued and sold (the “Placement Shares”), 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 day and day, any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B 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 Placement Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Designated Agent 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 thereunder has been sold, (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 issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below13. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company Company, the Designated Agent nor the Placement Agent Designated Forward Purchaser 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 Placement Designated Agent and the Designated Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Designated Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered a Master Confirmation to the Designated Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Designated Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Designated Forward Purchaser in form and substance satisfactory to such Designated Forward Purchaser relating to such Forward.

Placements. Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it the Company desires the such Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 hereto (with a copy to each of the other individuals from distribution list for the Company listed on such scheduleSchedule 2 hereto), and shall be addressed to each of the individuals from the Placement Agent set forth on Exhibit BSchedule 2 hereto, as such Exhibit B Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice , unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in the second sentence Section 4 of this paragraphAgreement, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, the entire amount of the Placement Shares have been sold, in accordance with the notice requirements set forth in Section 4 of this Agreement, the Company suspends or terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on contained in the earlier dated Placement Notice, (iv) or this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale 12 of the Placement Shares in accordance with Section 4 belowthis Agreement. 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 shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3 hereto. 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 unless and until the Company delivers a Placement Notice to the Placement Agent and the Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice 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 Placement Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (each such notice, a “Placement Notice”) containing the parameters in accordance with which it the Company desires the such Placement Shares to be sold, which shall at a minimum shall include the maximum number or amount of Placement Shares to be issued and sold (the “Placement Shares”)sold, the time period during which sales are requested to be made, any limitation on the number or amount of Placement Shares that may be sold in any one day on which the Common Stock is traded on the Exchange (any such day, a “Trading Day”) and any minimum price below which sales may not be made (a “Placement Notice”)made, a the form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule 3), and shall be addressed to each of the individuals from the Placement Sales Agent set forth on Exhibit BSchedule 3, as such Exhibit B Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice Sales Agent unless and until (ia) the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (b) the Sales Agent suspends sales under the Placement Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares has thereunder or under this Agreement have been sold, (iid) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends or terminates the Placement Notice, Notice or (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (ive) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below11. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Sales Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Placement 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 Placement Sales Agent and the Sales Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in the Placement Notice therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the matters covered thereby.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify the Placement applicable Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued and sold (the “Placement Shares”)issued, 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 day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”)made, a form of which containing such necessary minimum sales parameters necessary is attached hereto as Exhibit A. Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Placement applicable Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Company of the Placement Agent’s written acceptance of the terms of the Placement Notice applicable Agent unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in Section 4, the second sentence applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of this paragraphthe Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on included in the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 11 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 below11. The amount of any discount, commission or other compensation to be paid by the Company to the Placement applicable Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Placement applicable 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 Placement such Agent and the such Agent does not decline such Placement Agent accepts in writing Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in therein and herein. Notwithstanding the foregoing, the Company may not deliver a Placement Notice and hereinto an Agent if the Company has delivered a continuing Placement Notice to another Agent, unless the Company has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4. 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.