Common use of Sale of Placement Securities Clause in Contracts

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) no assurance can be given that the Sales Agent will be successful in selling Placement Securities, (ii) the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 7, and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity).

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales AgentJefferies, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) no assurance can be given that the Sales Agent Jefferies will be successful in selling Placement Securities, (ii) the Sales Agent Jefferies will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent Jefferies to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 76, and (iii) the Sales Agent Jefferies shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent Jefferies in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent Jefferies shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities as agent on behalf of the Company may, in the judgment of the Sales AgentJefferies, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent Jefferies reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE MKT that qualify for delivery of a Prospectus to the NYSE MKT in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent Jefferies has informed the Company that the Sales Agent Agents may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Preferred Stock for its their own account accounts while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent Jefferies in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent Jefferies in the Placement Notice or (ii) to the extent the Sales Agent Jefferies may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity).

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the receipt by the Company of the Placement Agent Acceptance or upon receipt by the Placement Agent of the Company Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Placement Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) no assurance can be given that the Sales Placement Agent will be successful in selling Placement Securities, (ii) the Sales Placement Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Placement Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 76, and (iii) the Sales Placement Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Placement Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Placement Agent has informed the Company that the Sales Placement Agent may, to the extent permitted under the 1933 Securities Act and the 1934 Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Placement Agent in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable); provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Placement Agent in the Placement Notice (as amended by the corresponding Company Acceptance, if applicable) or (ii) to the extent the Sales Placement Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity).

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon an Agent’s or a Forward Seller’s, as the case may be, acceptance of the terms of a Placement Notice or upon receipt by the applicable Agent or Forward Seller, as the case may be, of an Acceptance, as applicable, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), in the case of a Forward, the Designated Forward Purchaser will use commercially reasonable efforts to borrow, and the applicable Agent or Forward Seller, as the case may be, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell sell, such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). The Company acknowledges and agrees that if the Stock Loan Fee (as such term is defined in the applicable Master Forward Confirmation) for borrowing any Forward Hedge Securities exceeds 200 basis points per annum, the Designated Forward Purchaser shall not be required to borrow such Forward Hedge Securities in order to comply with its obligation to use commercially reasonable efforts to borrow the Forward Hedge Securities as described in the immediately preceding sentence. The Company further acknowledges and agrees that (i) in the case of a Forward, there can be no assurance that the Designated Forward Purchaser will be successful in borrowing the Placement Securities, (ii) there can be given no assurance that the Sales applicable Agent or Forward Seller, as the case may be, will be successful in selling Placement Securities, (iiiii) no Forward Purchaser, Agent or Forward Seller, as the Sales Agent case may be, will incur no any liability or obligation to the Company or any other person or entity if it does not sell borrow or sell, as the case may be, Placement Securities for any reason other than a failure by the Sales Agent Designated Forward Purchaser to use its commercially reasonable efforts to borrow the Placement Securities or a failure by the applicable Agent or a Forward Seller, as the case may be, to use commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 7, 6 and (iii) the Sales Agent Designated Party shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent Designated Party in the Placement Notice or (ii) to as amended by the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacitycorresponding Acceptance, if applicable).

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forthprovisions of Section 6(a), unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales AgentRxxxxxx Jxxxx, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such the Placement Securities up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). The Company acknowledges and agrees that (i) no assurance can be given that the Sales Agent Rxxxxxx Jxxxx will be successful in selling Placement Securities, (ii) the Sales Agent will incur no liability or obligation provide written confirmation to the Company or any other person or entity no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Securities hereunder setting forth the number of Placement Securities sold on such day, the compensation payable by the Company to Rxxxxxx Jxxxx pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Rxxxxxx Jxxxx (as set forth in Section 6(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice (as amended by the corresponding Acceptance, if it does not applicable), Rxxxxxx Jxxxx xxx sell Placement Securities for by any reason other than a failure method permitted by the Sales Agent law deemed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 7, and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriterat the market” under offering as defined in Rule 415 of the 1933 Act in Regulations (“Rule 415”), including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock or to or through a transaction that is other than by means of ordinary brokers’ transactions between members market maker. Subject to the terms of the NYSE that qualify for delivery of a Prospectus Placement Notice (as amended by the corresponding Acceptance, if applicable), Rxxxxxx Jxxxx xxx also sell Placement Securities by any other method permitted by law, including but not limited to privately negotiated transactions. For the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent maypurposes hereof, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell “Trading Day” means any day on which shares of Common Stock for its own account while this Agreement are purchased and sold on the principal market on which the Common Stock is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase listed or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity)quoted.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales AgentMitsubishi, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) no assurance can be given that the Sales Agent Mitsubishi will be successful in selling Placement Securities, (ii) the Sales Agent Mitsubishi will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent Mitsubishi to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 76, and (iii) the Sales Agent Mitsubishi shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent Mitsubishi in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent Mitsubishi shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities as agent on behalf of the Company may, in the judgment of the Sales AgentMitsubishi, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent Mitsubishi reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE MKT that qualify for delivery of a Prospectus to the NYSE MKT in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent Mitsubishi has informed the Company that the Sales Agent Agents may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Preferred Stock for its their own account accounts while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent Mitsubishi in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent Mitsubishi in the Placement Notice or (ii) to the extent the Sales Agent Mitsubishi may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity).

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales AgentAgents, for the period specified in the Placement Notice, will use its their commercially reasonable efforts consistent with its their normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) no assurance can be given that the Sales Agent Agents will be successful in selling Placement Securities, (ii) the Sales Agent Agents will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent Agents to use its their commercially reasonable efforts consistent with its their normal trading and sales practices to sell such Placement Securities as required under this Section 76, and (iii) the Sales Agent Agents shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent Ladenburg in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent Agents shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities as agent on behalf of the Company may, in the judgment of the Sales AgentAgents, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent Agents reasonably believes it believe they may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE American that qualify for delivery of a Prospectus to the NYSE American in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent Ladenburg has informed the Company that the Sales Agent Agents may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Preferred Stock for its their own account accounts while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent Ladenburg in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent Ladenburg in the Placement Notice or (ii) to the extent the Sales Agent Ladenburg may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity).

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange, to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) no assurance can be given that the Sales Agent will be successful in selling Placement Securities, (ii) the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange, to sell such Placement Securities as required under this Section 76, and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice, and then only to the extent permitted by law and the rules and regulations of the Exchange. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities as agent on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. M. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 ActAct (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity); and, provided, further, that the Sales Agent acknowledges and agrees that, except as expressly set forth in a Placement Notice, any such transactions are not being, and shall not be deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that the Company has and shall have no control over any decision by the Sales Agent to enter into any such transactions.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon Wxxxx Fargo Securities’ acceptance of the terms of a Placement Notice or upon receipt by Wxxxx Fargo Securities of an Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales AgentWxxxx Fargo Securities, for the period specified in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities in negotiated transactions or transactions that are deemed to be “at the market” offerings up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). The Each of the Company and the Operating Partnership acknowledges and agrees that (i) there can be no assurance can be given that the Sales Agent Wxxxx Fargo Securities will be successful in selling Placement Securities, (ii) the Sales Agent Wxxxx Fargo Securities will incur no liability or obligation to the Company Company, the Operating Partnership or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent Wxxxx Fargo Securities to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 7, 6 and (iii) the Sales Agent Wxxxx Fargo Securities shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Wxxxx Fargo Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to as amended by the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacitycorresponding Acceptance, if applicable).

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject (a) Subject to the terms and conditions herein set forthprovisions of Section 6(a), unless upon the sale delivery of a Placement Notice (as amended by the Placement Securities described therein has been declinedcorresponding Acceptance, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales if applicable) to an Agent, for the period specified in the Placement Notice, such Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement the Securities at market prevailing prices up to the amount specified, and otherwise in accordance with the terms of such Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). The Agent will provide written confirmation by email (or other method mutually agreed to in writing by the parties) to all of the individuals from the Company acknowledges and agrees that set forth on Exhibit B (ias such Exhibit B may be amended from time to time) no assurance can be given that later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Securities hereunder setting forth the number of Placement Securities sold on such day, the corresponding Sales Agent will be successful in selling Placement SecuritiesPrice, (ii) the Sales Agent will incur no liability or obligation to compensation payable by the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales to such Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 7, and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this AgreementSection 3(a) with respect to such sales, except and the Net Proceeds (as otherwise agreed defined in Section 6(b)) payable to the Company, with an itemization of the deductions made by the Sales Agent (as set forth in Section 6(b)) from the Placement NoticeGross Proceeds (as defined in Section 6(b)) (prior to deductions for transaction fees) that it receives from such sales. The amount of any commission, discount or other compensation to be paid by the Company also acknowledges and agrees that to an Agent, when such Agent is acting as agent, in connection with the Sales sale of the Securities, shall be determined in accordance with the terms set forth on Exhibit C. The amount of any commission, discount or other compensation to be paid by the Company to an Agent, when such Agent shall have no obligation to offer or sell any Securities is acting as principal, in connection with the event such an offer or sale of the Securities on behalf shall be as separately agreed in writing among the relevant parties hereto at the time of any such sales in a Terms Agreement and approved by the Board of Directors of the Company mayor a duly authorized committee thereof. Notwithstanding the foregoing, in the judgment of event the Sales Agent, constitute the Company engages an Agent for a sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or Securities that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Exchange Act in or a transaction that is other than by means “block” within the meaning of ordinary brokers’ transactions between members of Rule 10b-18(a)(5) under the NYSE that qualify for delivery of a Prospectus Exchange Act, the Company will provide such Agent, at the Agent’s request and upon reasonable advance notice to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent mayCompany, on or prior to the extent permitted under Settlement Date, the 1933 Act opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 9 hereof, each dated the 1934 Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effectSettlement Date, and such other documents and information as the Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreementreasonably request, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by and the Company and the Sales Agent in will agree to compensation that is customary for the Placement Notice or (ii) Agent with respect to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity)such transaction.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange, to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) no assurance can be given that the Sales Agent will be successful in selling Placement Securities, (ii) the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange, to sell such Placement Securities as required under this Section 76, and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice, and then only to the extent permitted by law and the rules and regulations of the Exchange. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities as agent on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. M. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 ActAct (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to ii)to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity); and, provided, further, that the Sales Agent acknowledges and agrees that, except as expressly set forth in a Placement Notice, any such transactions are not being, and shall not be deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that the Company has and shall have no control over any decision by the Sales Agent to enter into any such transactions.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon Xxxxx Fargo Securities’ acceptance of the terms of a Placement Notice or upon receipt by Xxxxx Fargo Securities of an Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales AgentXxxxx Fargo Securities, for the period specified in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities in negotiated transactions or transactions that are deemed to be “at the market” offerings up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). The Each of the Company and the Operating Partnership acknowledges and agrees that (i) there can be no assurance can be given that the Sales Agent Xxxxx Fargo Securities will be successful in selling Placement Securities, (ii) the Sales Agent Xxxxx Fargo Securities will incur no liability or obligation to the Company Company, the Operating Partnership or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent Xxxxx Fargo Securities to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 7, 6 and (iii) the Sales Agent Xxxxx Fargo Securities shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Xxxxx Fargo Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to as amended by the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacitycorresponding Acceptance, if applicable).

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon Wxxxx Fargo Securities' acceptance of the terms of a Placement Notice or upon receipt by Wxxxx Fargo Securities of an Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales AgentWxxxx Fargo Securities, for the period specified in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). The Company Each of the Company, the Adviser and the Administrator acknowledges and agrees that (i) there can be no assurance can be given that the Sales Agent Wxxxx Fargo Securities will be successful in selling Placement Securities, (ii) the Sales Agent Wxxxx Fargo Securities will incur no liability or obligation to the Company Company, the Adviser, the Administrator or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent Wxxxx Fargo Securities to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 7, 6 and (iii) the Sales Agent Wxxxx Fargo Securities shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Wxxxx Fargo Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to as amended by the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacitycorresponding Acceptance, if applicable).

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forthprovisions of Section 6(a), unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales an Agent, for the period specified in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such the Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). Such Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Securities hereunder setting forth the number of Placement Securities sold on such day, the compensation payable by the Company to such Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by such Agent (as set forth in Section 6(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable), an Agent may sell Placement Securities by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the NYSE, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable), an Agent may also sell Placement Securities by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance can be given that the Sales Agent Agents will be successful in selling Placement SecuritiesShares, and (ii) the Sales no Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities Shares for any reason other than a failure by the Sales such Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities Shares as required under this Section 73. For the purposes hereof, and (iii) the Sales Agent shall be under no obligation to purchase Securities “Trading Day” means any day on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell which shares of Common Stock for its own account while this Agreement are purchased and sold on the principal market on which the Common Stock is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase listed or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity)quoted.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forthprovisions of Section 6(a), unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales an Agent, for the period specified in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such the Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). Such Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Securities hereunder setting forth the number of Placement Securities sold on such day, the compensation payable by the Company to such Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by such Agent (as set forth in Section 6(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable), an Agent may sell Placement Securities by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NYSE, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable), an Agent may also sell Placement Securities by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance can be given that the Sales Agent Agents will be successful in selling Placement Securities, Shares and (ii) the Sales no Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities Shares for any reason other than a failure by the Sales such Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities Shares as required under this Section 73. For the purposes hereof, and (iii) the Sales Agent shall be under no obligation to purchase Securities “Trading Day” means any day on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell which shares of Common Stock for its own account while this Agreement are purchased and sold on the principal market on which the Common Stock is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase listed or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity)quoted.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, unless the sale of the Placement Securities described therein in a Placement Notice has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange, to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) no assurance can be given that the Sales Agent will be successful in selling Placement Securities, (ii) the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange, to sell such Placement Securities as required under this Section 76, and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges , and agrees that then only to the Sales Agent shall have no obligation to offer or sell any Securities in extent permitted by law, the event such an offer or sale rules and regulations of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Exchange and Rule 10b-18(a)(5415(a)(4) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 ActAct (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity); and, provided, further, that the Sales Agent acknowledges and agrees that, except as expressly set forth in a Placement Notice, any such transactions are not being, and shall not be deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that the Company has and shall have no control over any decision by the Sales Agent to enter into any such transactions. At all times during the term of this Agreement, the Sales Agent shall comply in all material respects with applicable laws, rules and regulations, including, without limitation, Regulation M under the 1934 Act, in connection with its performance under this Agreement. The Sales Agent represents and warrants that it is, and shall for the term of this Agreement continue to be, duly registered as a broker-dealer under FINRA, the 1934 Act and the applicable statutes and regulations of each state in which the Securities will be offered and sold under this Agreement, except such states in which the Sales Agent is exempt from registration or such registration is not otherwise required.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forthprovisions of Section 6(a), unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales an Agent, for the period specified in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such the Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). Such Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Securities hereunder setting forth the number of Placement Securities sold on such day, the compensation payable by the Company to such Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by such Agent (as set forth in Section 6(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable), an Agent may sell Placement Securities by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the NASDAQ, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable), an Agent may also sell Placement Securities by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance can be given that the Sales Agent Agents will be successful in selling Placement Securities, Shares and (ii) the Sales no Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities Shares for any reason other than a failure by the Sales such Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities Shares as required under this Section 73. For the purposes hereof, and (iii) the Sales Agent shall be under no obligation to purchase Securities “Trading Day” means any day on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell which shares of Common Stock for its own account while this Agreement are purchased and sold on the principal market on which the Common Stock is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase listed or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity)quoted.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Applicable Placement Agent’s acceptance of the terms of a Placement Notice or upon receipt by the Placement Agent of an Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Applicable Placement Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance can be given that the Sales Applicable Placement Agent will be successful in selling Placement Securities, (ii) the Sales Applicable Placement Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Applicable Placement Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 76, and (iii) the Sales Placement Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Applicable Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice (as amended by the corresponding Acceptance, if applicable). The Company agrees that, during the term of this Agreement, any offer to sell, any solicitation of an offer to buy, or any sales of shares or sales of Common Stock pursuant to “any at the market” offering (iias defined in Rule 415 of the Securities Act) shall only be effected under this Agreement and by or through a Placement Agent. Notwithstanding the foregoing or anything else herein to the extent contrary, nothing contained in this Agreement shall be construed to limit the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from Company’s ability to add additional parties as placement agents to this Agreement subsequent to the date hereof; provided that the Company as first cause any such additional placement agent to execute a “riskless principal” or joinder to this Agreement (which joinder shall be reasonably acceptable in form to counsel to the Placement Agents) whereby such additional party that becomes a similar capacity).Placement Agent that is bound by this Agreement and subject to the rights and obligations applicable to all Placement

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Applicable Placement Agent’s acceptance of the terms of a Placement Notice or upon receipt by the Placement Agent of an Acceptance, as the case may be, and unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Applicable Placement Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance can be given that the Sales Applicable Placement Agent will be successful in selling Placement Securities, (ii) the Sales Applicable Placement Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Applicable Placement Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities as required under this Section 76, and (iii) the Sales Placement Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Applicable Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice (as amended by the corresponding Acceptance, if applicable). The Company agrees that, during the term of this Agreement, any offer to sell, any solicitation of an offer to buy, or any sales of shares or sales of Common Stock pursuant to “any at the market” offering (iias defined in Rule 415 of the Securities Act) shall only be effected under this Agreement and by or through a Placement Agent. Notwithstanding the foregoing or anything else herein to the extent contrary, nothing contained in this Agreement shall be construed to limit the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from Company’s ability to add additional parties as placement agents to this Agreement subsequent to the date hereof; provided that the Company as first cause any such additional placement agent to execute a “riskless principal” joinder to this Agreement (which joinder shall be acceptable in form to counsel to the Placement Agents) whereby such additional placement agent becomes a Placement Agent that is bound by this Agreement and subject to the rights and obligations applicable to all Placement Agents hereunder. The Company will contemporaneously notify the Placement Agents in the event that it engages one or more additional Placement Agents subsequent to the date hereof and Schedule A and Exhibit B hereto shall automatically be updated to include the name of each additional Placement Agent that has executed the joinder referenced in a similar capacity)the preceding sentence. Notwithstanding anything to the contrary in this Agreement, an update to Schedule A or Exhibit B hereto contemplated by this Section 6(a) shall not be deemed to be an amendment or modification of the Agreement for purposes of Section 20 of this Agreement.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, unless the sale of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales Agent, for the period specified in the Placement Notice, will use its their commercially reasonable efforts consistent with its their normal trading and sales practices to sell such Placement Securities up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) no assurance can be given that the Sales Agent will be successful in selling Placement Securities, (ii) the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent to use its their commercially reasonable efforts consistent with its their normal trading and sales practices to sell such Placement Securities as required under this Section 76, and (iii) the Sales Agent shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice. The Company also acknowledges and agrees that the Sales Agent shall have no obligation to offer or sell any Securities in the event such an offer or sale of the Securities as agent on behalf of the Company may, in the judgment of the Sales Agent, constitute the sale of a “block” under Rule 10b-18(a)(5) under the 1934 Act or a “distribution” within the meaning of Rule 100 of Regulation M or the Sales Agent reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than by means of ordinary brokers’ transactions between members of the NYSE Nasdaq that qualify for delivery of a Prospectus to the NYSE Nasdaq in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act, purchase and sell shares of Common Stock for its own account accounts while this Agreement is in effect, and shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in the Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to the extent the Sales Agent may engage in sales of Placement Securities purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity).