Common use of Placements Clause in Contracts

Placements. Each time that the Manager, on behalf of the Trust, wishes to issue and sell Placement Units hereunder (each, a “Placement”), the Manager will notify one of the Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement Units, the time period during which sales are requested to be made, any limitation on the number of Placement Units that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager set forth on Schedule 3 (with a copy to each of the other individuals from the Manager listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units thereunder have been sold, (iii) the Manager, on behalf of the Trust, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, to the Designated Agent in connection with the sale of the Placement Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units unless and until the Manager, on behalf of the Trust, delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and day, any minimum price below which sales may not be made and the maximum amount of gross proceeds from sales under the Placement (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Securities hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number aggregate principal amount of Placement UnitsSecurities, the time period during which sales are requested to be made, any limitation on the number aggregate principal amount of Placement Units Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice Securities shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Securities thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Securities unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents a Distribution Agent (the “Designated Distribution Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Distribution Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the ManagerCompany, on behalf of the Trustin its sole discretion, wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the partiesParties) of the number or dollar value of Placement UnitsShares to be sold, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares to be sold thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Securities hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) MLV by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Securities to be issued and sold (the “Placement UnitsSecurities”), the time period during which sales are requested to be made, any limitation on the number of Placement Units Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent MLV set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Securities thereunder have been sold, (iii) the Managertime period during which sales are requested to be made in the Placement Notice expires, on behalf of (iv) the Trust, Company suspends or terminates the Placement Notice or (ivv) this the Agreement has been terminated under the provisions of Section 1214. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent MLV in connection with the sale of the Placement Units Securities shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents MLV will have any obligation whatsoever with respect to a Placement or any Placement Units Securities unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent MLV and the Designated Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each Upon effectiveness of the Registration Statement, each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretiontherein, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the 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) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, discretion (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager listed on such schedule)3, and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice for any reason in its sole discretion, (iv) the Company delivers 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 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue issue, offer and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Distribution Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Distribution Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) FBR by email notice (or other method mutually agreed to in writing by the parties) of the number of Shares (the “Placement UnitsShares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by FBR unless and until (i) the Designated Agent FBR declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange or any occurrence or event that causes a material adverse change in the operation or prospects of the Company, (ii) the entire amount of the Placement Units thereunder Shares have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this the Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent FBR in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents FBR will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent FBR and the Designated Agent FBR does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Securities hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) MLV by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Securities to be issued and sold (the “Placement UnitsSecurities”), the time period during which sales are requested to be made, any limitation on the number of Placement Units Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent MLV set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Securities thereunder have been sold, (iii) the Managertime period during which sales are requested to be made in the Placement Notice expires, on behalf of (iv) the Trust, Company suspends or terminates the Placement Notice or (ivv) this the Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent MLV in connection with the sale of the Placement Units Securities shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents MLV will have any obligation whatsoever with respect to a Placement or any Placement Units Securities unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent MLV and the Designated Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “"Placement”"), the Manager it will notify one of the Agents a Distribution Agent (the “"Designated Distribution Agent”") by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “"Placement Notice”"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Distribution Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the a Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the partiesparties either of which must be acknowledged by the Agent) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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 (each such notice, a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the ManagerCompany, on behalf of the Trustin its sole discretion, wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to timetime (including by email correspondence). The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) business days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control; provided that in no event shall the sale of Placement Shares in accordance with such Placement Notice exceed the Maximum Amount.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the partiesCompany and the Designated Agent) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines 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) 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in on Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Section 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number or dollar amount of Placement UnitsShares to be sold, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of an Agent designated by the Agents (the “Designated Agent”) Company by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated designated Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the designated Agent unless and until (i) the Designated such Agent declines decline to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to an Agent designated by the Designated Agent Company and the Designated such Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of 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 Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Distribution Agent by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Distribution Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes and determines in its sole discretion to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended in writing from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, in which case the Designated Agent shall, within two (2) Trading Days of the receipt of such Placement Notice, notify the Company (by e-mail notice or other method mutually agreed to by the parties), (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the ManagerCompany, on behalf of the Trustin its sole discretion, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does do not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, wishes to issue and sell Placement Units hereunder (each, a “Placement”), the Manager will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement Units, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager set forth on Schedule 3 (with a copy to each of the other individuals from the Manager listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice to the individuals from the Manager set forth on Schedule 3 (ii) the entire amount of the Placement Units thereunder have been sold, (iii) the Manager, on behalf of the Trust, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, to the Designated Agent in connection with the sale of the Placement Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units unless and until the Manager, on behalf of the Trust, delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one an Agent determined in the sole discretion of the Agents Company (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Part I of Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedulePart I of Schedule 3), and shall be addressed to each of the individuals from the Designated Agent set forth on Part II of Schedule 3, as such Schedule 3 may be amended updated from time to timetime with respect to the individuals of each party by such party providing written notice to the other parties of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination shall be conveyed to the Company within 24 hours of the Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance in all material respects with the terms of this Agreement, Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (such Agent, the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent to whom the Placement Notice is delivered, as set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) MLV by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 attached hereto (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) the Designated Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice in writing or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent MLV in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 22 attached hereto. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents MLV will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent MLV and the Designated Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day or other specified period and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, within one (1) Trading Day (as defined below) from the time the Agent received the Placement Notice, (ii) the entire amount of the Placement Units thereunder Shares there under have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Sales Agents (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent Sales Agents set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Sales Agents unless and until (i) the Designated Agent declines Sales Agents decline to accept the terms contained therein for any reason, in its their sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent Sales Agents in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Sales Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent Sales Agents and the Designated Agent does Sales Agents do not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company in its sole discretion wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended in writing from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Trading Days of the receipt of such Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the ManagerCompany, on behalf of the Trust, in its sole discretion suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number or amount of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), in form and substance reasonably satisfactory to the form of which is attached hereto as Schedule 1Agent. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) business days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the ManagerCompany amends, on behalf of the Trustsupersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 21. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the partiesParties) of the number or dollar value of Placement UnitsShares to be sold, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, within two (2) Trading Days of receipt of the Placement Notice, (ii) the entire amount of the Placement Units Shares to be sold thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents a Distribution Agent (the “Designated Distribution Agent”) by email notice Electronic Notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Distribution Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number or dollar value of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), substantially in the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The 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 Agent unless and until (i) the Designated Agent gives the Company written notice that it declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Securities hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number aggregate principal amount of the series of Placement UnitsSecurities to be sold, the time period during which sales are requested to be made, any limitation on the number aggregate principal amount of Placement Units Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice Securities shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Securities thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1214. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Securities unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Notes hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) FBR by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number aggregate principal amount of Placement UnitsNotes, the time period during which sales are requested to be made, any limitation on the number aggregate principal amount of Placement Units Notes that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by FBR unless and until (i) the Designated Agent FBR declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Notes thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent FBR in connection with the sale of the Placement Units Notes shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents FBR will have any obligation whatsoever with respect to a Placement or any Placement Units Notes unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent FBR and the Designated Agent FBR does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the ManagerCompany, on behalf of the Trustin its sole discretion, wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended updated from time to timetime by written notice from either party with respect to its designated notice parties. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, 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 Units Shares thereunder have been sold, (iii) the ManagerCompany amends, on behalf of the Trustsupersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) FBR by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by FBR unless and until (i) the Designated Agent FBR declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange or any occurrence or event that causes a material adverse change in the operation or prospects of the Company, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent FBR in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents FBR will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent FBR and the Designated Agent FBR does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) FBR by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 attached hereto (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by FBR unless and until (i) the Designated Agent FBR declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice in writing or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent FBR in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 22 attached hereto. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents FBR will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent FBR and the Designated Agent FBR does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue issue, offer and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Distribution Agent by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Distribution Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Trading Day from the time such Placement Notice was received (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with as an amount up to 3.0% of the terms set forth in Schedule 2aggregate gross proceeds from each sale of the Placement Shares. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the partiesParties) of the number or dollar value of Placement UnitsShares to be sold, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares to be sold thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each Upon the effectiveness of the Registration Statement, each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “"Placement”"), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “"Placement Notice”"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. Notwithstanding anything contrary contained herein, no Placement shall be made until the Registration Statement is declared effective by the Commission.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) MLV by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) the Designated Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this the Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent MLV in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents MLV will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent MLV and the Designated Agent MLV does not decline such Placement Notice pursuant to the terms set forth aboveabove within one Business Day (as defined herein), and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number dollar value of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion within two (2) Trading Days from the time the Placement Notice was received, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one the Agent determined in the sole discretion of the Agents (the “Designated Agent”) Company by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be sold, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Each Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the such Placement Notice or issues a subsequent Placement Notice that supersedes the parameters set forth in the earlier dated Placement Notice, which suspension, termination or superseding Placement Notice, may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the such Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number or amount of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number or amount of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the Agent’s receipt of the Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the ManagerCompany amends, on behalf of the Trustsupersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline (and provided that the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the ManagerCompany, on behalf of the Trustin its sole discretion, wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended in writing from time to timetime (including by email correspondence). The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents a Distribution Agent (the “Designated Distribution Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any either of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager listed Company on such scheduleschedule listed), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Distribution Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each Upon the effectiveness of the Registration Statement, each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. Notwithstanding anything contrary contained herein, no Placement shall be made until the Registration Statement is declared effective by the Commission.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents a Distribution Agent (the “Designated Distribution Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Agent Distribution Agent, by email notice to each of the individuals from the Company set forth on Schedule 3, promptly declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the ManagerCompany, on behalf by email notice to each of the Trustindividuals from the Designated Distribution Agent set forth on Schedule 3, suspends or terminates the Placement Notice, (iv) either the Company or the Designated Distribution Agent shall have suspended the sale of Placement Shares in accordance with Section 4, (v) the Company issues a subsequent Placement Notice to the Designated Distribution Agent with parameters superseding those on the earlier dated Placement Notice or (ivvi) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Distribution Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not promptly decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) MLV by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) the Designated Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent MLV in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents MLV will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent MLV and the Designated Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) MLV by email notice (or other method mutually agreed to in writing by the partiesParties) of the proposed terms of such Placement, which shall at a minimum contain the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) the Designated Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, by notice delivered in accordance with Section 4 as if such decline by MLV were a suspension of sales by MLV (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent MLV in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents MLV will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent MLV and the Designated Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents a Distribution Agent (the “Designated Distribution Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, and notifies the Company thereof in writing, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Distribution Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent to whom the Placement Notice is delivered, as set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated any Agent in connection with the such Agent’s sale of the Placement Units Shares, as the Designated Agent, shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents either Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the a Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents a Distribution Agent (the “Designated Distribution Agent”) by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Distribution Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the a Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) MLV by email notice (or other method mutually agreed to in writing by the parties) of the number of Shares (the “Placement UnitsShares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) the Designated Agent MLV declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange or any occurrence or event that causes a material adverse change in the operation or prospects of the Company, (ii) the entire amount of the Placement Units thereunder Shares have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this the Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent MLV in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents MLV will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent MLV and the Designated Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes and determines in its sole discretion to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent Agents set forth on Schedule 3, as such Schedule 3 may be amended in writing from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines Agents promptly decline in writing, within two (2) Trading Days (as defined below) of the receipt of such Placement Notice, to accept the terms contained therein for any reason, in its their sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the ManagerCompany amends, on behalf of the Trustsupersedes, suspends or terminates the Placement Notice Notice, which amendment, 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 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent Agents in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent Agents and the Designated Agent does Agents do not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each Upon effectiveness of the Registration Statement, each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Designated Agent reasonably declines to accept the terms contained therein for any reason, in its sole discretiontherein, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the such Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of 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 not submit instructions to sell Placement Shares to more than one Agent on any single trading day.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The 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 Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange or any occurrence or event that causes a material adverse change in the operation or prospects of the Company, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Trading Days from the time such Placement Notice was received, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion within two (2) Trading Days (defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (such Agent, the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the Designated Agent’s receipt of the Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the ManagerCompany amends, on behalf of the Trustsupersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline (and provided that the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (such Agent, the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the ManagerCompany amends, on behalf of the Trustsupersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each Upon effectiveness of the Registration Statement, each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by email notice to the Company, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the such Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of 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 not submit instructions to sell Placement Shares to more than one Agent on any single trading day.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Xx Xxxxx by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Shares (the “Placement UnitsShares”) to be issued, the type of Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent Xx Xxxxx set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept entire amount of the terms contained therein for any reason, in its sole discretionPlacement Shares have been sold, (ii) the entire amount of Company suspends or terminates the Placement Units thereunder have been soldNotice, (iii) the Manager, on behalf of the Trust, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12, (iv) Xx Xxxxx determines that the certificate delivered by the Company pursuant to Section 7(m) in connection with the respective Placement Notice was incorrect, or (v) Xx Xxxxx notifies the Company that Xx Xxxxx, in its reasonable and good faith judgment, is unable to perform its obligations thereunder as a result of any action taken against Xx Xxxxx by a regulatory authority with jurisdiction over Xx Xxxxx and the types of offerings that would include the Placement. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent Xx Xxxxx in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Xx Xxxxx will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent Xx Xxxxx and the Designated Agent Xx Xxxxx does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) MLV by email notice (or other method mutually agreed to in writing by the partiesParties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) the Designated Agent MLV declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange or any occurrence or event that causes a material adverse change in the operation or prospects of the Company, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent MLV in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents MLV will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent MLV and the Designated Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the ManagerCompany, on behalf of the Trustin its sole discretion, wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing or by email to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Day (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control; provided that in no event shall the sale of the Placement Shares in accordance with such Placement Notice exceed the Maximum Amount.

Placements. Each Upon effectiveness of the Registration Statement, each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by email notice to the Company, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the such Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of 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 not submit instructions to sell Placement Shares to more than one Agent on any single trading day.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Distribution Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any either of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Distribution Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) MLV by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), substantially in the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) MLV gives the Designated Agent Company written notice that it declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent MLV in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents MLV will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent MLV and the Designated Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (eacheach such transaction, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be sold, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each Following effectiveness of the Registration Statement, each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice electronic mail (or other written method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent promptly declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares through the Designated Agent acting as sales agent pursuant to this Agreement shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents a Sales Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of (each such notice, a “Placement Notice”) containing the -2- parameters in accordance with which the Company desires such Placement Shares to be sold, which at a minimum shall include the maximum number or amount of Placement UnitsShares to be sold, the time period during which sales are requested to be made, any limitation on the number or amount of Placement Units 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, the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such scheduleSchedule 3), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be immediately effective upon receipt by the 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, (iib) 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 Units Shares thereunder or under this Agreement have been sold, (iiid) the ManagerCompany amends, on behalf of the Trustsupersedes, suspends or terminates the Placement Notice or (ive) this Agreement has been terminated under the provisions of Section 1211. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will controlcontrol with respect to the matters covered thereby.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Lead Agent by email notice (or other method mutually agreed to in writing by the partiesParties) of the number or dollar value of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Lead Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Lead Agent unless and until (i) the Designated Lead Agent declines rejects to accept the terms contained therein in writing for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this the Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Lead Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Lead Agent and the Designated Lead Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), ) and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination will be conveyed to the Company as promptly as practicable, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the ManagerCompany amends, on behalf of the Trustsupersedes, suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the Designated Agent’s sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of 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 Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Notes hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number aggregate principal amount of Placement UnitsNotes, the time period during which sales are requested to be made, any limitation on the number aggregate principal amount of Placement Units Notes that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Notes thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Notes shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Notes unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents HCW (the “Designated Distribution Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any either of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Distribution Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “"Placement”"), the Manager it will notify one of the Agents (the “Designated Agent”) Distribution Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “"Placement Notice”"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Distribution Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice Electronic Notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the 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 Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units 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”), the form of which is attached hereto as Schedule ‎Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule ‎Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule ‎Schedule 3, as such Schedule ‎Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (ia) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (ii2) Trading Days from the time such Placement Notice was received, (b) the entire amount of the Placement Units Shares thereunder have been sold, (iiic) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice Notice, or (ivd) this Agreement has been terminated under the provisions of Section 12‎13. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule ‎Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the ManagerCompany, on behalf of the Trustin its sole discretion, wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion within two (2) Business Days (defined below) of receipt, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Distribution Agent by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Distribution Agent unless and until (i) the Designated Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Distribution Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Distribution Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each Upon effectiveness of the Registration Statement, each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement UnitsShares, the time period during which sales are requested to be made, any limitation on the number of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Manager Company set forth on Schedule 3 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by email notice to the Company, (ii) the entire amount of the Placement Units Shares thereunder have has been sold, (iii) the Manager, on behalf of the Trust, Company suspends or terminates the Placement Notice 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 1213. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Placements. Each time that the Manager, on behalf of the Trust, Company wishes to issue and sell Placement Units Shares hereunder (each, a “Placement”), the Manager it will notify one of the Agents (the “Designated Agent”) Agent by email notice (or other method mutually agreed to in writing by the parties) of the number or dollar amount of Placement UnitsShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Units Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the authorized individuals from the Manager Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Manager Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Designated Agent, unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which shall be communicated by the Designated Agent to the Company within two (2) Trading Days (defined in Section 3) from the date the Designated Agent receives the Placement Notice, (ii) the entire amount of the Placement Units Shares thereunder have been sold, (iii) the Manager, on behalf of the Trust, Company suspends sales under or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice and explicitly indicates that the parameters of the subsequent Placement Notice supersede those parameters contained in the earlier dated Placement Notice or (ivv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, Company to the Designated Agent in connection with the sale of the Placement Units Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, Company nor the Agents any Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Units Shares unless and until the Manager, on behalf of the Trust, Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.