Common use of Placements Clause in Contracts

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be made. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to such Exhibit B as may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxx Fargo and either (i) Xxxxx Fargo accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo CF&Co by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo CF&Co set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The Placement Notice shall be effective upon receipt by CF&Co unless and until (which it may decline to do for any reason i) in its sole discretion) or, following discussion accordance with the Companynotice requirements set forth in Section 4, wishes to accept amended termsCF&Co declines in writing by 9:30 a.m. (New York City Time) on the Business Day following (x) the Business Day on which such Placement Notice is delivered, Xxxxx Fargo will, if such Placement Notice is delivered on or prior to 4:30 5:00 p.m. (New York City Time) on such Business Day or the business day (y) the Business Day following the business day Business Day on which such Placement Notice is delivered, if such Placement Notice is delivered after 5:00 p.m. (New York City Time) on such Business Day, to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth accept the terms that Xxxxx Fargo is willing to accept. Where the terms provided contained therein for any reason, in the Placement Notice are amended as provided for in the immediately preceding sentenceits sole discretion, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (iii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, CF&Co in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo CF&Co and either (i) Xxxxx Fargo accepts the terms of CF&Co does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar value of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has been sold, (ii) the Company terminates Shares included in the Placement Notice by delivering a termination have been sold thereunder, (iii) in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been soldsold thereunder, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo 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) (a “of the number or dollar value of Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities Shares to be soldissued, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities Shares that may be sold in any one day Trading Day (as defined below) and (d) any minimum price below which sales may not be mademade (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Designated Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 3, as such Exhibit B as Schedule 3 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective immediately upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 14, the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities Shares thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in Section 14, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from suspension and termination rights may be exercised by the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bin its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below13. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Designated Agent in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Designated Agent and either (i) Xxxxx Fargo accepts the terms of Designated Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Common Stock hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the shares of Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason, in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo SVB Leerink by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo SVB Leerink set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, SVB Leerink unless and until (i) in accordance with the notice requirements set forth in Section 4, SVB Leerink declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the contained in an earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, SVB Leerink in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo SVB Leerink will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo SVB Leerink and either (i) Xxxxx Fargo accepts the terms of SVB Leerink does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has been sold, (ii) the Company terminates Shares included in the Placement Notice by delivering a termination have been sold thereunder, (iii) in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be made. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to such Exhibit B as may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxx Fargo and either (i) Xxxxx Fargo accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Common Stock hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended supplemented or revised by written notice from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and offer and, if applicable, sell the Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo the applicable Agent or Forward Seller, as applicable (the “Designated Party”) by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be offered and, if applicable, sold, which shall at a minimum include the number of Securities to be offered (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be offered and sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be made. A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Designated Party set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to B, as such Exhibit B as may be amended from time to time). If Xxxxx Fargo the Designated Party wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo the Designated Party will, prior to 4:30 p.m. (New York City Timetime) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargothe Designated Party, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo the Designated Party set forth on Exhibit B) B setting forth the terms that Xxxxx Fargo the Designated Party is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo the Designated Party until the Company delivers to Xxxxx Fargo the Designated Party an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any be addressed to all of the individuals from the Company set forth on Exhibit B (with a copy to each of and the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo Designated Party set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargothe Designated Party’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo the Designated Party of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company suspends sales under or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Designated Party in connection with the sale of the Placement Issuance Securities shall be calculated in accordance with the terms set forth in Exhibit C. C, except in the case of a sale of Securities directly to an Agent as principal(s), in which case the Company and such Agent will enter into a separate written agreement relating to the terms and conditions of such sale including in respect of fees. The Forward Hedge Selling Commission Rate applicable to the sale of any Forward Hedge Securities shall be set forth in the relevant Placement Notice (as amended by the corresponding Acceptance, if applicable). It is expressly acknowledged and agreed that neither none of the Company nor Xxxxx Fargo an applicable Agent nor Forward Seller will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxx Fargo such Agent or such Forward Seller, as the case may be, and either (i) Xxxxx Fargo such Agent or such Forward Seller, as the case may be, accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, ) containing the parameters in accordance with which it desires the Securities Placement Shares to be sold, which shall at a minimum include (a) the number of Securities Placement Shares Stock to be issued (the “Placement Securities”)and sold, (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities Shares that may be sold in any one day Trading Day (as defined in Section 3) and (d) any minimum price below which sales may not be made, a form of Placement Notice containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be supplemented or amended by written notice to the other party from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen pursuant to Section 12 unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason, in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will select and notify Xxxxx Fargo a Distribution Agent (the “Designated Distribution Agent”), at least one Trading Day (as defined below) prior to the Trading Day on which sales are desired to commence by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be made. A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Designated Distribution Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to B, as such Exhibit B as may be amended from time to time. The Company may, upon notice to the Designated Distribution Agent in writing (including by email correspondence to each of the individuals of the other party set forth on Exhibit B, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Exhibit B), withdraw any Placement Notice (a “Placement Notice Withdrawal”), which shall have the effects of suspending any sales of Placement Securities and as otherwise provided herein; provided, however, that such suspension shall not affect or impair either party’s obligations with respect to any Placement Securities sold hereunder prior to the receipt of such notice. If Xxxxx Fargo the Company issues a Placement Notice for sales to be made in any Calendar Quarter or other three month period, the minimum dollar amount of Securities to be issued under such Placement Notice shall be $5,000,000. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. If a Designated Distribution Agent wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo the Designated Distribution Agent will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargothe Designated Distribution Agent, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo the Designated Distribution Agent set forth on Exhibit B) setting forth the terms that Xxxxx Fargo the Designated Distribution Agent is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo the Designated Distribution Agent until the Company delivers to Xxxxx Fargo the Designated Distribution Agent an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any be addressed to all of the individuals from the Company set forth on Exhibit B (with a copy to each of and the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo Designated Distribution Agent set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargothe Designated Distribution Agent’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo the Designated Distribution Agent of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been soldsold or, if earlier the termination date on the Placement Notice, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to Xxxxx Fargothe Designated Distribution Agent in connection with the sale of the Placement Securities shall be determined in accordance with the terms set forth in Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to the Designated Distribution Agent, when Xxxxx Fargo the Designated Distribution Agent is acting as agentprincipal, in connection with the sale of the Placement Securities shall be calculated in accordance with as separately agreed among the terms set forth in Exhibit C. parties hereto at the time of any such sales. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Designated Distribution Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Designated Distribution Agent and either (i) Xxxxx Fargo the Designated Distribution Agent accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. Subject to the procedures set forth above in this Section 2, with respect to each Calendar Quarter during which the Company wishes to complete one or more Placements, the Company shall select one or more Distribution Agents who shall be entitled to serve as a Designated Distribution Agent during such Calendar Quarter (the “Preferred Distribution Agent”), provided, however, that the Company shall not be prohibited from commencing Placements with additional Designated Distribution Agents during such Calendar Quarter, provided that the Preferred Distribution Agent for such Calendar Quarter has received at least one Placement Notice during the Calendar Quarter.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo CKCC by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo CKCC set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, CKCC unless and until (i) in accordance with the notice requirements set forth in Section 4, CKCC declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Shares, either under this Agreement or pursuant to a Placement Securities has Notice, have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (ivv) this CKCC declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion, or (vi) the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, CKCC in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo CKCC will have any obligation whatsoever with respect to a Placement Notice or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo CKCC and either (i) Xxxxx Fargo accepts the terms of CKCC does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities any Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares thereunder have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bin its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice Notice, in its sole discretion, with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo CKCC by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo CKCC set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, CKCC unless and until (i) in accordance with the notice requirements set forth in Section 4, CKCC declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Shares, either under this Agreement or pursuant to a Placement Securities has Notice, have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (ivv) this CKCC declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion and gives notice thereof within one Trading Day (as defined below) after its decision to discontinue making sales under such existing Placement Notice, or (vi) the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, CKCC in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo CKCC will have any obligation whatsoever with respect to a Placement Notice or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo CKCC and either (i) Xxxxx Fargo accepts the terms of CKCC does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares to Ladenburg hereunder (each, a “Placement”), it will notify Xxxxx Fargo Ladenburg by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires such Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Ladenburg set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended in writing from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Ladenburg unless and until (i) in accordance with the entire amount of notice requirements set forth in Sxxxxxx 0, Xxxxxxxxx declines to accept the Placement Securities has been soldterms contained therein for any reason, in its sole discretion, (ii) the Company terminates entire amount of such Placement Shares have been sold, (iii) in accordance with the Placement Notice by delivering a termination notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Ladenburg in connection with the sale of the such Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Ladenburg will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Ladenburg and either (i) Xxxxx Fargo accepts the terms of Ladenburg does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has been sold, (ii) the Company terminates Shares included in the Placement Notice by delivering a termination have been sold thereunder, (iii) in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo FBR by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued Shares (the “Placement SecuritiesShares”)) to be issued, (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities Shares that may be sold in any one day Trading Day (as defined below) and (d) any minimum price below which sales may not be mademade (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo FBR set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 3, as such Exhibit B as Schedule 3 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective immediately upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, FBR unless and until (i) FBR declines to accept the terms contained therein as a result of any suspension or limitation of trading in the 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 Securities has Shares have been sold, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iii) the Company issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below12. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, FBR in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo FBR will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo FBR and either (i) Xxxxx Fargo accepts the terms of FBR does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo CF&Co by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo CF&Co set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, CF&Co unless and until (i) in accordance with the notice requirements set forth in Section 4, CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, CF&Co in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo CF&Co and either (i) Xxxxx Fargo accepts the terms of CF&Co does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of shares of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) in accordance with the notice requirements set forth in Section 4, Xxxxx Fargo declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo and either (i) Xxxxx Fargo accepts the terms of does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify XX Xxxxx Fargo by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, ) containing the parameters in accordance with which it desires the Securities Placement Shares to be sold, which shall at a minimum include (a) the number or dollar amount of Securities Placement Shares to be issued (the “Placement Securities”)issued, (b) the time period during which sales are requested to be made, (c) any limitation on the number or dollar amount of Placement Securities Shares that may be sold in any one day Trading Day (as defined in Section 3) and (d) any minimum price below which sales may not be mademade (provided that the minimum price per Placement Share shall in no event be less than the nominal value of the Ordinary Shares), a form of Placement Notice containing such minimum sales parameters is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from XX Xxxxx Fargo set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time)time in accordance herewith. If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of XX Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) in accordance with the entire amount of notice requirements set forth in Section 4, XX Xxxxx declines in writing to accept the Placement Securities has been soldterms contained therein for any reason, in its sole discretion, (ii) the Maximum Amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason, in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on contained in the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to XX Xxxxx Fargo, when Xxxxx Fargo is acting as agent, in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor XX Xxxxx Fargo will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to XX Xxxxx Fargo and either (i) XX Xxxxx Fargo accepts the terms of does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities ADSs hereunder (each, a “Placement”), it will notify Xxxxx Fargo BTIG by email notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities amount of ADSs requested to be sold, which shall at a minimum include (a) sold or the number of Securities gross proceeds to be issued (the “Placement Securities”)raised in a given time period, (b) the time period during which sales are requested to be made, (c) any limitation on the number amount of Placement Securities ADSs that may be sold in any one day and (d) single day, any minimum price below which sales may not be mademade or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The A Placement Notice shall originate from any of the individuals from individual representatives of the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule)Schedule 3, and shall be addressed to each of the individuals from Xxxxx Fargo individual representatives of BTIG set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 3, as such Exhibit B as Schedule 3 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed Provided the Company is otherwise in compliance with the terms included in of this Agreement, the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) BTIG, in accordance with the entire amount notice requirements set forth in Section 4, declines to accept the terms contained therein for any reason, in its sole discretion (which shall not be deemed a breach of the Placement Securities has been soldBTIG’s agreement herein), (ii) the Company entire amount of ADSs thereunder have been sold or the aggregate ADSs sold under this Agreement equals the Maximum Amount, whichever occurs first, (iii) the Company, in accordance with the notice requirements set forth in Section 4, suspends or terminates the Placement Notice by delivering a termination or sales thereunder, (iv) BTIG, in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that the Company desires to terminate Section 4, suspends sales under the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, Notice or (ivvi) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below12. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, BTIG in connection with the sale of the Placement Securities ADSs effected through BTIG, as agent, shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo BTIG will have any obligation whatsoever with respect to a Placement or any Placement Securities ADSs unless and until the Company delivers a Placement Notice to Xxxxx Fargo BTIG and either (i) Xxxxx Fargo accepts the terms of BTIG does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo one of the Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar value of Placement Shares that may be sold in any one Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Designated Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with shall promptly be acknowledged by the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue Designated Agent by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares thereunder have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below12. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Designated Agent in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Designated Agent and either (i) Xxxxx Fargo accepts the terms of Designated Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been soldsold thereunder, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3 and Section 5(c). It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities any Placement Shares through SVB Leerink, as agent, hereunder (each, a “Placement”), it will notify Xxxxx Fargo SVB Leerink by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, ) containing the parameters in accordance with which it desires the Securities such Placement Shares to be sold, which shall at a minimum include (a) the maximum number of Securities Placement Shares to be issued (the “Placement Securities”)issued, (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities Shares that may be sold in any one day Trading Day (as defined in Section 3) and (d) any minimum price below which sales may not be made, a form of which containing such minimum sales parameters is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from authorized on behalf of the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo SVB Leerink set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended updated by either party from time to time)time by sending a notice containing a revised Schedule 2 to the other party in the manner provided in Section 12. If Xxxxx Fargo wishes The Placement Notice shall be effective upon receipt by SVB Leerink unless and until (i) in accordance with the notice requirements set forth in Section 4, SVB Leerink declines to accept such proposed the terms included contained therein for any reason, in its sole discretion, within two (2) Trading Days from the time the Placement Notice was received, (which it may decline to do ii) in accordance with the notice requirements set forth in Section 4, SVB Leerink suspends sales under the Placement Notice for any reason in its sole discretion, (iii) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms entire number of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities Shares has been sold, (iiiv) in accordance with the notice requirements set forth in Section 4, the Company suspends sales under or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiv) the Company issues a subsequent Placement Notice with parameters superseding those on contained in the earlier dated Placement Notice, or (ivvi) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, SVB Leerink in connection with the sale of the Placement Securities Shares effected through SVB Leerink, as agent, shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo SVB Leerink will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo SVB Leerink and either (i) Xxxxx Fargo accepts the terms of SVB Leerink does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo the Agent by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar value of Placement Shares that may be sold in any one Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with shall promptly be acknowledged by the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue Agent by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares thereunder have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below12. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Agent in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Agent and either (i) Xxxxx Fargo accepts the terms of Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo the Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, ) containing the parameters in accordance with which it desires the Securities Placement Shares to be sold, which shall at a minimum include (a) the number of Securities Placement Shares to be issued (the “Placement Securities”)issued, (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities Shares that may be sold in any one day Trading Day (as defined in Section 3), and (d) any minimum price below which sales may not be made. The A form of Placement Notice, which contains such minimum required sales parameters, is attached hereto as Exhibit 1. A Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to such Exhibit B Schedule 2, as may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in their respective, sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (ivv) this the Agent declines to continue to make sales under an existing Placement Notice, for any reason, in its sole discretion, or (vi) the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Agent in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Agent will have any obligation whatsoever with respect to a Placement Notice or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Agent and either (i) Xxxxx Fargo accepts the terms of Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In Notwithstanding anything to the event of a conflict between the terms of this Agreement and the terms of a contrary contained herein, no Placement Notice (as amended shall be delivered by the corresponding Acceptance, if applicable), Company at any such time as the terms Company’s directors and officers would not be permitted to buy or sell shares in the open market because of the Placement Notice existence of material nonpublic information or applicable blackout periods (such as amended by under the corresponding Acceptance, if applicable) will controlCompany’s xxxxxxx xxxxxxx policy).

Placements. Each time that the Company wishes to issue and sell any Placement Shares through the Securities Agent hereunder (each, a “Placement”), it will notify Xxxxx Fargo the Agent by email notice (or other method mutually agreed to in writing by the parties) (each such notice, a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, ) containing the parameters in accordance with which it desires the Securities such Placement Shares to be sold, which shall at a minimum shall include (a) the maximum number or amount of Securities Placement Shares to be issued (the “Placement Securities”)sold, (b) the time period during which sales are requested to be made, (c) any limitation on the number or amount of Placement Securities Shares that may be sold in any one day Trading Day (as defined in Section 4) and (d) any minimum price below which sales may not be made, a form of which containing such minimum sales parameters is attached hereto as Schedule 1. The Each Placement Notice and any notice (an “Other Notice”) that relates to a prior Placement Notice shall originate from any one of the individuals from authorized to act on behalf of the Company and set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule 2), and shall be addressed to each of the individuals from Xxxxx Fargo the Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended updated by either party from time to timetime by sending a written notice containing a revised Schedule 2 to the other party in the manner provided in Section 13 (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply). If Xxxxx Fargo wishes The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 5, the Agent declines to accept such proposed the terms included contained therein for any reason, in its sole discretion, within two Trading Days of the date the Agent receives the Placement Notice, (ii) in accordance with the notice requirements set forth in Section 5, the Agent suspends sales under the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (iiii) the entire amount of the Placement Securities Shares has been soldsold pursuant to this Agreement, (iiiv) in accordance with the notice requirements set forth in Section 5, the Company suspends sales under or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiv) the Company issues a subsequent Placement Notice with and explicitly indicates that its parameters superseding supersede those on contained in the earlier dated Placement Notice, Notice or (ivvi) this Agreement has been terminated under pursuant to the provisions of Section 13 12. The Agent shall calculate the amount of any discount, commission or (v) either party shall have suspended other compensation that the sale Agent nets from the gross proceeds of sales of the Placement Securities in accordance with Section 4 below. The amount of any commission, discount or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, in connection with the sale of the Placement Securities shall be calculated Shares in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither Schedule 3. Neither the Company nor Xxxxx Fargo the Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Agent and either (i) Xxxxx Fargo accepts the terms of Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by will control with respect to the corresponding Acceptance, if applicable) will controlmatters covered thereby.

Placements. Each time that the Company wishes wishes, in its sole discretion, to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of shares of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time)time in accordance herewith. If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion within two Trading Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has been sold, (ii) the Company terminates Shares referenced in the Placement Notice by delivering a termination have been sold thereunder, (iii) in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of shares of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended in writing from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason, in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a EAST\42430474.3 #90596650v4 Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell any of the Securities Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo CF&Co by telephonic or email notice (or other method mutually agreed to in writing by the partiesParties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities Shares (“Placement Shares”) requested to be issued (sold or the “Placement Securities”)gross proceeds to be raised in a given time period, (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities Shares that may be sold in any one day and (d) day, any minimum price below which sales may not be mademade or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales (a “Placement Notice”), which order shall be confirmed by CF&Co, the form of which confirmation is attached hereto as Schedule 1. The Subsequent to any Placement Notice that the Company originates via telephone, it will, within two Trading Days (as defined below), send an email notice confirming such Placement Notice. A Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from Xxxxx Fargo CF&Co set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 3, as such Exhibit B as Schedule 3 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the A Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) CF&Co declines to accept the entire amount of the Placement Securities has been soldterms contained therein for any reason, in its sole discretion, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any earlier of the individuals from date on which all Placement Shares have been sold and the Company set forth on Exhibit B (with a copy to each aggregate of the other individuals from gross sales prices of all Placement Shares sold equals the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit BMaximum Gross Sales Price, (iii) the Company issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Noticeor sales thereunder, (iv) CF&Co suspends sales thereunder or (v) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, CF&Co in connection with the sale of the Placement Securities Shares effected through CF&Co shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo CF&Co will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo CF&Co and either (i) Xxxxx Fargo accepts the terms of CF&Co does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo an Agent (the “Designated Agent”) by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Designated Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with shall promptly be acknowledged by the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue Designated Agent by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has been sold, (ii) the Company terminates Shares included in the Placement Notice by delivering a termination have been sold thereunder, (iii) in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Designated Agent in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Designated Agent and either (i) Xxxxx Fargo accepts the terms of Designated Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo the Agent by email notice electronic mail (or other another method mutually agreed to in writing by the parties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities Placement Shares to be issued (the “Placement Securities”)and sold, (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities Shares that may be sold in any one day Trading Day (as defined below) and (d) any minimum price below which sales may not be mademade (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals from the Company and the Company’s counsel, Xxxxx & Lardner LLP, listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 3, as such Exhibit B as Schedule 3 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included time in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion accordance with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accepthereof. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective immediately upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities Shares thereunder has been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from suspension and termination rights may be exercised by the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bin its sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters expressly superseding those on the such earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below13. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Agent in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Agent and either (i) Xxxxx Fargo accepts the terms of Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Northland by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued and sold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which Placement Shares may not be sold, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Northland set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to such Exhibit B as Schedule 2. Schedule 2 may be amended from time to time)time in writing but only upon the mutual confirmation of such amendment by Northland and the Company. If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by Northland by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Northland unless and until (i) in accordance with the notice requirements set forth in Xxxxxxx 0, Xxxxxxxxx declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been soldsold thereunder, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the which supersedes an earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Northland in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3 and shall be set forth in the Placement Notice. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Northland will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Northland and either (i) Xxxxx Fargo accepts the terms of Northland does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes wishes, in its sole discretion, to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of shares of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time)time in accordance herewith. If Xxxxx Fargo wishes The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Trading Days (as defined below) of receipt of such proposed terms included Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement NoticeNotice for any reason in its sole discretion, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “"Placement”"), it will notify Xxxxx Fargo an Agent (the "Designated Agent") by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “"Placement Notice”)") containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Designated Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with shall promptly be acknowledged by the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue Designated Agent by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Designated Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has been sold, (ii) the Company terminates Shares included in the Placement Notice by delivering a termination have been sold thereunder, (iii) in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Designated Agent in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Designated Agent and either (i) Xxxxx Fargo accepts the terms of Designated Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires such Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (provided that the minimum sales price shall be chosen by the Company, such that sales of Placement Shares cannot result in Net Proceeds (as defined below) payable to the Company being less than the nominal value of such Placement Shares), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended in writing from time to time). If Xxxxx Fargo wishes The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen promptly declines to accept such proposed the terms included contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters explicitly superseding those on in the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not promptly decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Common Stock through the Agent hereunder (each, a “Placement”), it will notify Xxxxx Fargo the Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the maximum number or dollar amount of shares of Common Stock to be sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from at the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from at the Company listed on such scheduleSchedule 2), and shall be addressed to each of the individuals from Xxxxx Fargo at the Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Agent declines to accept such proposed the terms included contained therein for any reason, in its sole discretion, (ii) in accordance with the notice requirements set forth in Section 4, the Agent suspends sales under the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (iiii) the entire amount of the Placement Securities Shares has been sold, (iiiv) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivvi) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Agent in connection with the sale of the Placement Securities Shares through the Agent shall be calculated in accordance with the terms as set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Agent and either (i) Xxxxx Fargo accepts the terms of Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by will control with respect to the corresponding Acceptance, if applicable) will controlmatter covered thereby.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each the email address(es) of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has been sold, (ii) the Company terminates Shares included in the Placement Notice by delivering a termination have been sold thereunder, (iii) in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of shares of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares described therein have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason, in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities hereunder (each, a “Placement”), it will notify Xxxxx Fargo KeyBanc Capital Markets or one or more Alternative Placement Agents, by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Securities to be issued (the “Placement Securities”), the time period during which sales are requested to be made, any limitation on the number of Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be made. A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and and, if addressed to KeyBanc Capital Markets, shall be addressed to each of the individuals from Xxxxx Fargo KeyBanc Capital Markets set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to B, as such Exhibit B as may be amended from time to time). If Xxxxx Fargo KeyBanc Capital Markets wishes to accept such proposed terms included in the Placement Notice (which it may decline to do so for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo KeyBanc Capital Markets will, prior to 4:30 p.m. 8:30 A.M. (New York City Timeeastern time) on the business day Business Day following the business day Business Day on which such Placement Notice is delivered to Xxxxx FargoKeyBanc Capital Markets, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo KeyBanc Capital Markets set forth on Exhibit B) setting forth the terms that Xxxxx Fargo KeyBanc Capital Markets is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo KeyBanc Capital Markets until the Company delivers to Xxxxx Fargo KeyBanc Capital Markets an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any be addressed to all of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo KeyBanc Capital Markets set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s KeyBanc Capital Markets’ acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo KeyBanc Capital Markets of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of this paragraph, the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, KeyBanc Capital Markets in connection with the sale of the Placement Securities shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo KeyBanc Capital Markets will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxx Fargo KeyBanc Capital Markets and either (i) Xxxxx Fargo KeyBanc Capital Markets accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Ladenburg by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and the minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Ladenburg set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The Placement Notice shall be effective upon receipt by Ladenburg unless and until (which it may decline to do for any reason i) in its sole discretion) or, following discussion accordance with the Companynotice requirements set forth in Xxxxxxx 0, wishes to accept amended termsXxxxxxxxx declines in writing by 9:30 a.m. (New York City Time) on the Business Day following (x) the Business Day on which such Placement Notice is delivered, Xxxxx Fargo will, if such Placement Notice is delivered on or prior to 4:30 5:00 p.m. (New York City Time) on such Business Day or the business day (y) the Business Day following the business day Business Day on which such Placement Notice is delivered, if such Placement Notice is delivered after 5:00 p.m. (New York City Time) on such Business Day, to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth accept the terms that Xxxxx Fargo is willing to accept. Where the terms provided contained therein for any reason, in the Placement Notice are amended as provided for in the immediately preceding sentenceits sole discretion, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (iii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Ladenburg in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Ladenburg will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Ladenburg and either (i) Xxxxx Fargo accepts the terms of Ladenburg does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar value of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares included in the ​ ​ Placement Notice have been soldsold thereunder, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares under the Placement Notice have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares US-DOCS\111349286.7 unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify Xxxxx Fargo the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Sales Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Sales Agent in connection with the sale of the Placement Securities Shares as agent shall be calculated in accordance with the terms as set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Sales Agent and either (i) Xxxxx Fargo accepts the terms of Sales Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo will have any obligation whatsoever with respect to a Placement or any Placement Securities unless and until the Company delivers a Placement Notice to Xxxxx Fargo and either (i) Xxxxx Fargo accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.Schedule

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares under the Placement Notice have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission US-DOCS\111349286.7 or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (eacheach issuance and sale, a “Placement”), it will notify Xxxxx Fargo Baird by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued and sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined in Section 3 hereof) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from Xxxxx Fargo Baird set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Baird unless and until (i) Baird declines to accept the terms contained therein for any reason, in its sole discretion, and provides prompt notice thereof in accordance with the notice requirements set forth in Section 4 hereof, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4 hereof, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on of the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11 hereof. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Baird in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Baird will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Baird and either (i) Xxxxx Fargo accepts the terms of Baird does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)that Baird has not declined, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control, but only with respect to the Placement to which such Placement Notice relates.

Placements. Each time that the Company wishes to issue and sell the Securities Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo MLV by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued Shares (the “Placement SecuritiesShares”)) to be issued, (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities Shares that may be sold in any one day Trading Day (as defined below) and (d) any minimum price below which sales may not be mademade (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo MLV set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 3, as such Exhibit B as Schedule 3 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective immediately upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, MLV unless and until (i) MLV declines to accept the terms contained therein as a result of any suspension or limitation of trading in the 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 Securities has Shares have been sold, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iii) the Company issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below12. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, MLV in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo MLV will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo MLV and either (i) Xxxxx Fargo accepts the terms of MLV does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo an Agent (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the partiesparties hereto) (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities Placement Shares to be issued (the “Placement Securities”)issued, (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities Shares that may be sold in any one day and (d) any minimum price below which sales may not be mademade (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The receipt of each such Placement Notice shall promptly be acknowledged by the Designated Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo the Designated Agent set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 3, as such Exhibit B as Schedule 3 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed Provided that the Company is otherwise in compliance with the terms included in of this Agreement, the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective immediately upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, within three (3) business days from the time the Placement Notice was received, (ii) the entire amount of the Placement Securities Shares thereunder has been sold, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iii) the Company issues a subsequent suspends or terminates the Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below13. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, the Designated Agent in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 2. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo the Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo the Designated Agent and either (i) Xxxxx Fargo accepts the terms of such Designated Agent does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes wishes, in its sole discretion, to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Wedbush by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice” and the first such Placement Notice, the “First Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of shares of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Wedbush set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time)time in accordance herewith. If Xxxxx Fargo wishes The Placement Notice shall be effective upon receipt by Wedbush unless and until (i) in accordance with the notice requirements set forth in Section 4, Wedbush declines to accept the terms contained therein for any reason, in its sole discretion, within one (1) Trading Day (as defined below) of receipt of such proposed terms included Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement NoticeNotice for any reason in its sole discretion, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Wedbush in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Wedbush will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Wedbush and either (i) Xxxxx Fargo accepts the terms of Wedbush does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Units hereunder (each, a “Placement”), it will notify Xxxxx Fargo Mizuho Securities by email notice (or other method mutually agreed to in writing by the parties) containing the parameters in accordance with which it desires the Units to be sold, which shall at a minimum include the number of Units to be issued (the “Placement Units”), the time period during which sales are requested to be made, any limitation on the number of Units that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Mizuho Securities set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Mizuho Securities unless and until (i) in accordance with the notice requirements set forth in Section 4, Mizuho Securities declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Units have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Mizuho Securities in connection with the sale of the Placement Securities Units shall be calculated in accordance with the terms amounts set forth in Exhibit C. on Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Mizuho Securities will have any obligation whatsoever with respect to a Placement or any Placement Securities Units unless and until the Company delivers a Placement Notice to Xxxxx Fargo Mizuho Securities and either (i) Xxxxx Fargo accepts the terms of Mizuho Securities does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice will control. The Company agrees that whenever it determines to sell the Units directly to Mizuho Securities as principal, it will enter into a separate agreement (as amended by each, a “Terms Agreement”), in form and substance satisfactory to the corresponding AcceptanceCompany and Mizuho Securities. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, if applicable) the terms of such Terms Agreement will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo JMP by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of shares of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo JMP set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, JMP unless and until (i) in accordance with the notice requirements set forth in Section 4, JMP declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason, in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, JMP in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo JMP will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo JMP and either (i) Xxxxx Fargo accepts the terms of JMP does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to such Exhibit B as may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B. Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar value of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has been sold, (ii) the Company terminates Shares included in the Placement Notice by delivering a termination have been sold thereunder, (iii) in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued and sold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which Placement Shares may not be sold, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to such Exhibit B as Schedule 2. Schedule 2 may be amended from time to time)time in writing but only upon the mutual confirmation of such amendment by HCW and the Company. If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been soldsold thereunder, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the which supersedes an earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3 and shall be set forth in the Placement Notice. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo HCW by email notice from a person identified on Schedule 2 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo HCW set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by HCW by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 2. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, HCW unless and until (i) in accordance with the notice requirements set forth in Section 4, HCW declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has been sold, (ii) the Company terminates Shares included in the Placement Notice by delivering a termination have been sold thereunder, (iii) in accordance with the notice by email (or other method mutually agreed to requirements set forth in writing by the parties) expressly indicating that Section 4, the Company desires to terminate suspends or terminates the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, HCW in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo HCW will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo HCW and either (i) Xxxxx Fargo accepts the terms of HCW does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to for any reason, in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit Bits sole discretion, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Common Stock hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3), any requirement that the Placement Shares (or any portion thereof) not be sold pursuant to a “private placement” (as defined by Nasdaq Listing Rule 5635(d)) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended in writing from time to time). If Xxxxx Fargo wishes The Placement Notice shall be effective upon receipt by Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept such proposed the terms included contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Securities has been sold, (ii) the Company terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this the Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares hereunder (each, a “Placement”), it will notify Xxxxx Fargo Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number or dollar amount of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Cowen set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to Schedule 2, as such Exhibit B as Schedule 2 may be amended from time to time). If Xxxxx Fargo wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Cowen unless and until (i) in accordance with the notice requirements set forth in Section 4, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares set forth in the Placement Notice have been sold, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding or amending those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commissiondiscount, discount commission or other compensation to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Cowen in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Cowen will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Cowen and either (i) Xxxxx Fargo accepts the terms of Cowen does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

Placements. Each time that the Company wishes to issue and sell the Securities Placement Shares through Northland hereunder (each, a “Placement”), it will notify Xxxxx Fargo Northland by email notice from a person identified on Schedule 3 (or other method mutually agreed to in writing by the parties) (a “Placement Notice”)) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued and sold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which Placement Shares may not be sold, a form of which containing such minimum sales parameters necessary is attached hereto as Exhibit A, containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include (a) the number of Securities to be issued (the “Placement Securities”), (b) the time period during which sales are requested to be made, (c) any limitation on the number of Placement Securities that may be sold in any one day and (d) any minimum price below which sales may not be madeSchedule 2. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Xxxxx Fargo Northland set forth on Exhibit B (any reference to Exhibit B contained herein shall refer to such Exhibit B as Schedule 3. Schedule 3 may be amended from time to time)time in writing but only upon the mutual confirmation of such amendment by Northland and the Company. If Xxxxx Fargo wishes to accept such proposed terms included in the The receipt of each Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, Xxxxx Fargo will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice is delivered to Xxxxx Fargo, issue shall promptly be acknowledged by Northland by providing email notice to the Company to a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and Xxxxx Fargo set forth person designated on Exhibit B) setting forth the terms that Xxxxx Fargo is willing to acceptSchedule 3. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Xxxxx Fargo until the Company delivers to Xxxxx Fargo an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company of Xxxxx Fargo’s acceptance of the terms of the Placement Notice or upon receipt by Xxxxx Fargo of the Company’s Acceptance, as the case may be, Northland unless and until (i) in accordance with the notice requirements set forth in Sxxxxxx 0, Xxxxxxxxx declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Securities has Shares have been soldsold thereunder, (iiiii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice by delivering a termination notice by email (or other method mutually agreed to in writing by the parties) expressly indicating that the Company desires to terminate the Placement Notice, which email shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such exhibit) and shall be addressed to each of the individuals from Xxxxx Fargo set forth on Exhibit B, (iiiiv) the Company issues a subsequent Placement Notice with parameters superseding those on the which supersedes an earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13 or (v) either party shall have suspended the sale of the Placement Securities in accordance with Section 4 below11. The amount of any commission, discount or other compensation commission to be paid by the Company to Xxxxx Fargo, when Xxxxx Fargo is acting as agent, Northland in connection with the sale of the Placement Securities Shares shall be calculated in accordance with the terms set forth in Exhibit C. Schedule 4 and shall be set forth in the Placement Notice. The Company may sell Placement Shares to Northland as principal at a price to be agreed upon in a separate Terms Agreement. It is expressly acknowledged and agreed that neither the Company nor Xxxxx Fargo Northland will have any obligation whatsoever with respect to a Placement or any Placement Securities Shares unless and until the Company delivers a Placement Notice to Xxxxx Fargo Northland and either (i) Xxxxx Fargo accepts the terms of Northland does not decline such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth aboveabove or a Terms Agreement is entered into between the Company and Northland for the sale of Placement Shares to Northland as principal, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) therein and herein. In the event of a conflict between the terms of Section 2 or Section 3 of this Agreement and the terms of a Placement Notice (or any Terms Agreement, as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) or any Terms Agreement will control.