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. 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 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 and Trading Day (as defined in Section 3), any minimum price below which sales may shall not be made (a “and any maximum price above which sales shall not be made. A form of Placement Notice”), a form of which containing contains such necessary minimum required sales parameters parameters, is attached hereto as Exhibit A. The A 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 may be amended from time to time. The Each 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 to be sold pursuant to such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company or the Agent suspends or terminates the such Placement Notice, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated set forth in such 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 1 and shall not exceed 2.0% of the gross sales price for such Placement Shares. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Shares unless and until the Company delivers a Placement Notice to the 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 therein and herein. Notwithstanding anything to the contrary contained herein, no Placement Notice shall be delivered by the Company at any such time as the Company’s directors and officers would not be permitted to buy or sell securities of the Company in the Placement Notice and hereinopen market because of the existence of material nonpublic information or applicable blackout periods (such as under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy). In the event of a conflict between the terms of this Agreement and the terms of a any Placement Notice, the terms of the such Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell 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. 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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, ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo until the Company delivers to ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 Agent▇▇▇▇▇ Fargo’s written acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo, when ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo and the Placement Agent either (i) ▇▇▇▇▇ 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 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 (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 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 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 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 (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 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 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 the Shares Placement Securities 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 Shares to be sold, which shall at a minimum include the number aggregate principal amount of Shares to be issued and sold (the “Placement Shares”)Securities, the time period during which sales are requested to be made, any limitation on the number aggregate principal amount 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. Schedule 1. The Placement Notice Securities 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 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 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 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 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 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 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 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 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 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 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 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 will be conveyed to the Company as promptly as practicable, (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 Designated Agent in connection with the Designated 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 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 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 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. (the Placement Agent “Designated Agent”) by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto reply) (or 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) in accordance with the notice requirement provided for in Section 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 has Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice have been sold, (ii) sold and settled in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Noticeterms hereof, (iii) the Company issues a subsequent suspends or terminates the Placement Notice in accordance with parameters superseding those on the earlier dated Placement Notice, notice requirement provided for in Section 4 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 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 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 in writing (which may be in the form of electronic mail or other method mutually agreed to in writing by the Company and the Designated Agent) declines to accept the terms contained therein for any reason, in its sole discretion, promptly following receipt of the Placement Notice from the Company, (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 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 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 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 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 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 Securities hereunder (each, a “Placement”), it will notify the Placement Agent ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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, ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo set forth on Exhibit B) setting forth the terms that ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo until the Company delivers to ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 Agent▇▇▇▇▇ Fargo’s written acceptance of the terms of the Placement Notice or upon receipt by ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo and the Placement Agent either (i) ▇▇▇▇▇ 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 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 hereunder (each, a “Placement”), it will notify the Placement Agent Dealer Manager 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 Dealer Manager 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 AgentDealer Manager’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 13 or (v) either party shall have suspended the sale of the Placement Shares in accordance with Section 4 6 below. The amount of any discount, commission or other compensation to be paid by the Company to the Placement Agent Dealer Manager 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 Dealer Manager 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 Dealer Manager and the Placement Agent Dealer Manager 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 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 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 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 With respect to any Placement (as defined in the Company Dealer Manager Agreement) with respect to which the Dealer Manager wishes for an Agent to issue and sell the Shares hereunder act as sub-placement agent (each, a “Sub-Placement”), it will notify the Placement such 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 “Sub-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 “Sub-Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit A. B. The Sub-Placement Notice shall originate from any of the individuals from the Company Dealer Manager set forth on Exhibit B C (with a copy to each of the other individuals from the Company Dealer Manager listed on such schedule), and shall be addressed to each of the individuals from the Placement applicable Agent set forth on Exhibit BC, as such Exhibit B C may be amended from time to time. The Sub-Placement Notice shall be effective upon receipt by the Company Dealer Manager of the Placement applicable Agent’s written acceptance of the terms of the Sub-Placement Notice unless and until (i) the entire amount of the Sub-Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company Dealer Manager terminates the Sub-Placement Notice, (iii) the Company Dealer Manager issues a subsequent Sub-Placement Notice with parameters superseding those on the earlier dated Sub-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 Sub-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 Company, the Dealer Manager nor the Placement any Agent will have any obligation whatsoever with respect to a Sub-Placement or any Sub-Placement Shares unless and until the Company Dealer Manager delivers a Sub-Placement Notice to the Placement an Agent and the Placement such Agent accepts in writing the terms of such Sub-Placement Notice, and then only upon the terms specified in the Sub-Placement Notice and herein. In the event of a conflict between the terms of this Agreement and the terms of a Sub-Placement Notice, the terms of the Sub-Placement Notice will control. The amount of any discount, commission or other compensation to be paid to an Agent in connection with the sale of the Sub-Placement Shares shall be calculated in accordance with the terms set forth in Exhibit D (the “Agent Compensation”). The Dealer Manager may authorize the Agent to retain the Agent Compensation from the proceeds of the sale of Shares. The Agent Compensation shall be payable solely out of the compensation the Dealer Manager receives from the Company pursuant to the Dealer Manager Agreement (the “Dealer Manager Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement, the Dealer Manager shall have no obligation to authorize the retention by the applicable Agent of any portion of the Agent Compensation from the proceeds of the sale of Shares until the Dealer Manager receives at least an equivalent amount of Dealer Manager Compensation, and the Dealer Manager’s obligation to each Agent for the Agent Compensation is limited solely to amounts payable out of the Dealer Manager Compensation.

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 to such Agent 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 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. 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 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. It is also expressly acknowledged that the Agents will be under no obligation to purchase any Placement Shares on a principal basis.

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 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 time that the Company wishes to issue and sell the Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo Securities 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 ▇▇▇▇▇ Fargo Securities, unless and until (i) in accordance with the notice requirements set forth in the second sentence of this paragraph, ▇▇▇▇▇ Fargo Securities declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares has Securities have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iiiiv) 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 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo Securities and the Placement Agent accepts in writing ▇▇▇▇▇ Fargo Securities 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 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 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 for the Placement Designated Agent set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective upon receipt by the 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 under the Placement Notice 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 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 Section 2 or Section 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Company wishes to issue and sell 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 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, in which case the Designated Agent shall promptly notify the Company within two Business Days, (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 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 to accept the terms contained therein for any reason, in its sole discretion, (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 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. Notwithstanding the foregoing, in the event the Company engages a Sales Agent for a sale of Placement Shares in a Placement that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act (“Regulation M”) or a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act, the Company will provide the Sales Agent, at such Sales Agent’s request and upon reasonable advance notice to the Company, such opinions of counsel, accountants’ letters and officers’ certificates as are customary for similarly situated at-the-market block transactions, pursuant to Section 8 hereof, each dated the Settlement Date, which may include bring-down opinions and negative assurance letters, and such other documents and information as the Sales Agent shall reasonably request, and the Company and the Sales Agent will agree to compensation that is customary for the Sales Agent with respect to such transaction. 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 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) (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 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 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 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. 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 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 Shares hereunder (each, a “Placement”"PLACEMENT"), it will notify Stifel of the Placement Agent by email notice proposed terms of such Placement. If Stifel wishes to accept such proposed terms (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with 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 Stifel will issue to the Company a minimum include written notice setting forth the terms that Stifel is willing to accept, including without limitation the number of Shares ("PLACEMENT SHARES") to be issued and sold (the “Placement Shares”)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 Stifel may act in selling Placement Shares hereunder (as principal, agent or both) (a “Placement Notice”"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 the Placement Agent in connection with Stifel shall be equal to (i) two percent (2.0%) of gross proceeds of the sale of the first 150,000 Placement Shares shall be calculated issued and sold hereunder in accordance with any calendar month and (ii) three percent (3.0%) of gross proceeds of the sale of any Placement Shares issued and sold hereunder in excess 150,000 Placement Shares in any calendar month. The terms set forth in Exhibit C. a Placement Notice will not be binding on the Company or Stifel unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an "ACCEPTANCE") to Stifel; provided, however, that neither the Company nor Stifel will be bound by the terms of a Placement Notice unless the Company delivers to Stifel an Acceptance with respect thereto prior to 4:30 p.m. (New York time) on the Business Day (as defined below) following the Business Day on which such Placement Notice is delivered to the Company. Written notice of Acceptance may be accomplished via verifiable facsimile transmission. It is expressly acknowledged and agreed that neither the Company nor the Placement Agent Stifel will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company Stifel delivers a Placement Notice to the 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 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.

Placements. Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify an Agent (such 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 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 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 (and provided that 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 an Agent (such 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 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 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 Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent by email notice (or other method mutually agreed to in writing (including by email) 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 mademade (which time period shall not exceed two Trading Days (as defined below)), any limitation on the number of Placement Shares that may be sold in any one 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 in writing (including by email correspondence) to accept the terms contained therein for any reason, in its sole discretion within one (1) Business Day (as 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 or the Agent suspends or terminates sales of Placement Shares under the Placement Notice in accordance with parameters superseding those on the earlier dated Placement Notice, Section 4 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 through 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 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 (such Agent, 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 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 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, 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 Designated Agent in connection with the sale of the Placement Shares effected through such Designated Agent shall be calculated in accordance with the terms set forth in 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 Agent UBS 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 UBS Securities 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 UBS Securities, unless and until (i) in accordance with the notice requirements set forth in the second sentence of this paragraph, UBS Securities declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares has Securities have been sold, (iiiii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice, (iiiiv) 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 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 UBS 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 UBS 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 UBS Securities and the Placement Agent accepts in writing UBS Securities 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 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 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 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 Designated Agent 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 will be conveyed to the Company as promptly as practicable, (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 amendment, supersession, suspension and termination rights may be exercised by the Company at any time 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 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 (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 Partnership wishes to issue and sell the Shares Securities 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 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 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 Designated Agent set forth on Exhibit BSchedule 3, as such Exhibit B schedule may be amended from time to time. The If the Designated Agent wishes to accept such proposed terms included in a Placement Notice (which it may decline to do so for any commercially reasonable reason) it may do so by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Partnership set forth on Schedule 3. Each Placement Notice shall be effective upon receipt by the Company Partnership 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 Securities thereunder has been sold, (ii) the Partnership, in accordance with the notice requirements set forth in the second sentence of this paragraphSection 4, the Company suspends or terminates the Placement Notice, (iii) the Company Partnership issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, 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 Partnership 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. Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Placement Designated Agent 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 Placement Designated Agent and the Placement Designated Agent accepts in writing such Placement Notice pursuant to the terms of such Placement Noticeset forth above, and then only upon the terms specified in therein and herein. Upon acceptance of a Placement Notice, the Designated Agent 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 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 mademade (it being understood that, if requested by the Designated Agent, sales shall not commence sooner than two (2) Business Days (as defined below) following receipt of such notification), any limitation on the number of Placement Shares that may be sold in on 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 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 Designated Agent in connection with the such Designated 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 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 (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 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 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, ▇▇▇▇▇▇▇ 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 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 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 ▇▇▇▇▇ 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) by notice from any of the individuals from ▇▇▇▇▇ set forth on Exhibit B addressed to each of the individuals from the Company set forth on Exhibit B, ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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 below14. 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 Placement Designated Agent accepts in writing the terms of does not decline such Placement NoticeNotice at any time for any reason, 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 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 by email notice to any of the individuals from the Company set forth on Schedule 3 to accept the terms contained therein for any reason, in its sole discretion, which notice must occur within two (2) Business Days (as defined below) of receipt of the Placement Notice, (ii) the entire amount of the Placement Shares has thereunder or the Maximum Amount of Placement Shares 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 Common Stock 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 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”)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 whose names are set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company whose names are listed on such schedule), and shall be addressed to each of the individuals from the Placement Agent whose names are set forth on Exhibit BSchedule 2, as such Exhibit B Schedule 2 may be amended in writing 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 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 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 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”), 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) if the Placement Notice relates to a sale of Placement Shares by the Agent as sales agent and not as principal, 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, 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 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 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 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. 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 Placement Shares hereunder (each, a “Placement”), it will notify the Placement Agent Distribution Agents 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 Distribution Agents each acknowledge and agree that the Company can allocate the right to sell the Placement Shares listed in a Placement Notice to either one of the Distribution Agents in its sole discretion; provided, however, sales of the Placement Shares shall only be effected by or through a single Distribution agent, on any single date, and in no event shall the Company request that more than one Distribution Agent sell Securities on the same day. The receipt of each such Placement Notice shall be promptly acknowledged by the Distribution Agents 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 Distribution Agents 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 Distribution Agents unless and until (i) the Distribution Agents decline 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 Distribution Agents 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 Agent Distribution Agents and the Agents do 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 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 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 suspends or terminates the Placement Notice, or issues a subsequent Placement Notice with parameters superseding those on the earlier earlier-dated Placement Notice, 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 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 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 dollar 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 in writing (which writing may be via email) 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 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 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 (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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent ▇▇▇▇▇ 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 ▇▇▇▇▇ 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) ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo, when ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo, when ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ Fargo and ▇▇▇▇▇ 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 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 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 wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. (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”), the time period during which sales are requested to be made, any limitation on the number of Preferred Shares to be sold as 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 Designated 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 Designated 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 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 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 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 Subject to satisfaction of the conditions set forth in Section 9 herein, each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Placement a Distribution 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 soldsold by that Distribution Agent, which shall at a minimum include the number 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 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 designated Distribution Agent that are 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 designated Distribution Agent unless and until (i) the entire amount of the Placement Shares has been sold, (ii1) in accordance with the notice requirements set forth herein, the Distribution Agent promptly 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 or the Shares has 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 to the designated Distribution Agent 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 the Company or the designated Distribution Agent 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 Distribution 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 designated 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 that Distribution Agent and the Placement that Distribution Agent accepts in writing does not promptly 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. The Company shall not deliver a Placement Notice to a Distribution Agent until the conditions set forth in Section 9 have been satisfied.

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 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 Placement Designated Agent 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 within 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 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. a. 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 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 the number of Shares requested to be issued and sold (the “Placement Shares”), the time period during which sales are requested to be made, and 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. 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 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 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 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 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 attached hereto. 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 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 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 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 (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 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 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 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 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 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 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, which suspension and termination rights may be exercised by the Company in its sole discretion as to any Placement Shares yet to be sold pursuant to such 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 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 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 by email notice to any of the individuals from the Company set forth on Schedule 3 to accept the terms contained therein for any reason, in its sole discretion, which notice must occur within one (1) Business Day (as defined below) of receipt of the Placement Notice, (ii) the entire amount of the Placement Shares has thereunder or the Maximum Amount of Placement Shares 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 wishes, in its sole discretion, to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. (the Placement Agent “Designated Agent”) by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto reply, or by other method mutually agreed to in writing by the 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 Agents unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares has Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice 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, which suspension or 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 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 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 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. The Schedule 1. Each 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 in accordance with the terms hereof. 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 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 thereunder has been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters expressly superseding those on the such 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 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 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”)or dollar amount, 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. Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Designated Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from officers of the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals officers from the Company listed on such schedule), ) and shall be addressed to each of the individuals designees 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 (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 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, 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. On any Trading Day (as defined herein), the Company may sell Shares through only one Agent. On any Trading Day, the Company shall give at least one Business Day’s (as defined below) prior written notice to the Agents as to any change of the Agent through whom sales of Shares as sales agent will be made.

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 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 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 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 Shares Securities hereunder (each, a “Placement”), it will notify the Placement Agent Citigroup 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 Citigroup 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 Citigroup, unless and until (i) by notice from any of the individuals from Citigroup set forth on Exhibit B addressed to each of the individuals from the Company set forth on Exhibit B, Citigroup 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 Citigroup 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 Citigroup 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 Citigroup and the Placement Agent accepts in writing Citigroup 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 Citigroup 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 Citigroup 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 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 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 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, 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 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.