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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates 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 the 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 Placement Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable laws and regulations 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 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 and applicable laws and regulations 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 NoticeNotice (as amended by the corresponding Acceptance, if applicable). The Company also acknowledges and agrees that the Sales Placement Agent shall have no obligation to offer or sell any will not purchase Placement 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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for as principal unless expressly authorized to do so by the account of its clients while this Agreement is Company in effect, including, without limitation, at the same time any a Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 (as amended by the Sales Agent and its affiliates to enter into any such transactionscorresponding 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 AgentBaird, 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 Baird 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 Baird 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 Baird (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), Baird may 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 to Placement Notice (as amended by the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent maycorresponding Acceptance, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunderif applicable), purchase and Baird may also sell Placement Securities by any other method permitted by law, including but not limited to privately negotiated transactions. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 (including, without limitation, Regulation M promulgated thereunder)Act, purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, includingand shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, without limitationexcept as otherwise agreed by the Sales Agent in the Placement Notice; provided, at the same time any that no such purchase or sales shall take place while a Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that (except (i) as agreed by the Company and the Sales Agent acknowledges and agrees that any such transactions are not being, and shall not be deemed in the Placement Notice or (ii) 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 extent the Sales Agent and its affiliates to enter into any such transactionsmay 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 Jefferies has informed the Company that the Sales Agent Agents may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder)Act, purchase and sell shares of Common Preferred Stock for its their own account and for the account of its clients accounts while this Agreement is in effect, includingand shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, without limitationexcept as otherwise agreed by Jefferies in the Placement Notice; provided, at the same time any that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and Jefferies in the Placement Notice or any (ii) to the extent Jefferies may engage in sales of Placement Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that any such transactions are not being, and shall not be purchased or deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that purchased from the Company has and shall have no control over any decision by the Sales Agent and its affiliates to enter into any such transactionsas a “riskless principal” or in a similar capacity).

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 AgentJanney, 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 Janney 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 Janney 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 Janney (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), Janney may 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 to Placement Notice (as amended by the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent maycorresponding Acceptance, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunderif applicable), purchase and Janney may also sell Placement Securities by any other method permitted by law, including but not limited to privately negotiated transactions. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 AgentB. Xxxxx, 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 B. Xxxxx 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 B. Xxxxx 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 B. Xxxxx (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), B. Xxxxx may 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 to Placement Notice (as amended by the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent maycorresponding Acceptance, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunderif applicable), purchase and B. Xxxxx may also sell Placement Securities by any other method permitted by law, including but not limited to privately negotiated transactions. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 Mitsubishi has informed the Company that the Sales Agent Agents may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder)Act, purchase and sell shares of Common Preferred Stock for its their own account and for the account of its clients accounts while this Agreement is in effect, includingand shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, without limitationexcept as otherwise agreed by Mitsubishi in the Placement Notice; provided, at the same time any that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and Mitsubishi in the Placement Notice or any (ii) to the extent Mitsubishi may engage in sales of Placement Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that any such transactions are not being, and shall not be purchased or deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that purchased from the Company has and shall have no control over any decision by the Sales Agent and its affiliates to enter into any such transactionsas 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 Placement 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 has informed 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 may, to the extent permitted under the 1933 Securities Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder)Exchange Act, purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, includingand shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, without limitationexcept as otherwise agreed by the Placement Agent in the Placement Notice (as amended by the corresponding Acceptance, at the same time any 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 Placement Agent in the Placement Notice (as amended by the corresponding Company Acceptance, if applicable) or any (ii) to the extent the Placement Agent may engage in sales of Placement Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that any such transactions are not being, and shall not be purchased or deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that purchased from the Company has and shall have no control over any decision by the Sales Agent and its affiliates to enter into any such transactionsas 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 Designated Party 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 may, to the extent permitted under the 1933 Act and the 1934 Act Notice (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 as amended by the Sales Agent and its affiliates to enter into any such transactionscorresponding 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 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 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 Jefferies 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 Jefferies 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 Jefferies (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), Jefferies may 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 to Placement Notice (as amended by the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent maycorresponding Acceptance, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunderif applicable), purchase and Jefferies may also sell Placement Securities by any other method permitted by law, including but not limited to privately negotiated transactions. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 to Placement Notice (as amended by the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent maycorresponding Acceptance, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunderif applicable), purchase and Rxxxxxx Jxxxx xxx also sell Placement Securities by any other method permitted by law, including but not limited to privately negotiated transactions. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 [MKT NAME]’s receipt and prompt confirmation of the terms of a Placement Notice 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[MKT NAME], 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 in negotiated transactions, including block trades, in transactions that are deemed to be “at the market” offerings as defined in Rule 415, by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the NYSE, in sales made in the over-the-counter market, in sales made to or through a market maker, in sales made through other securities exchanges or electronic communications networks, or by any other means permitted by law, up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Company Each of the Transaction Entities acknowledges and agrees that (i) there can be no assurance can be given that the Sales Agent [MKT NAME] will be successful in selling Placement Securities, (ii) the Sales Agent [MKT NAME] will incur no liability or obligation to the Company Transaction Entities or any other person or entity if it does not sell Placement Securities for any reason other than a failure by the Sales Agent [MKT NAME] 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 [MKT NAME] 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 may, to the extent permitted under the 1933 Act [MKT NAME] and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur Transaction Entities pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsa separate 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, 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 Wxxxx Fargo Securities 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 may, to the extent permitted under the 1933 Act and the 1934 Act Notice (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 as amended by the Sales Agent and its affiliates to enter into any such transactionscorresponding 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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, includingand shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, without limitationexcept as otherwise agreed by the Sales Agent in the Placement Notice; provided, at the same time any 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 any (ii) to the extent the Sales Agent may engage in sales of Placement Securities occur pursuant to this Agreementpurchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity); provided and, provided, further, that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactions.

Sale of Placement Securities. On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, unless the sale provisions of the Placement Securities described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this AgreementSection 6(a), the Sales Designated 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). The Company acknowledges and agrees that (i) no assurance can be given that the Sales Designated Agent 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 the Designated Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined in Section 6(b) below) payable to the Company, with an itemization of the deductions made by the Designated 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 it does not applicable), the Designated Agent may sell Placement Securities for by any reason other than a failure method permitted by law deemed to be an “at the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Securities market” offering 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 defined 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 Rule 415 of the Securities Act, including without limitation sales made directly on behalf the Nasdaq Global Select Market, on any other existing trading market for the Common Stock, or to or through a market maker. Subject to the terms of the Company mayPlacement Notice (as amended by the corresponding Acceptance, if applicable), the Designated Agent may also sell Placement Securities by any other method permitted by law, including but not limited to, in privately negotiated transactions. For the judgment of the Sales Agentpurposes hereof, constitute the sale of a “blockTrading Day” 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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell any day on which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 Ladenburg has informed the Company that the Sales Agent Agents may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder)Act, purchase and sell shares of Common Preferred Stock for its their own account and for the account of its clients accounts while this Agreement is in effect, includingand shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, without limitationexcept as otherwise agreed by Ladenburg in the Placement Notice; provided, at the same time any that no such purchase or sales shall take place while a Placement Notice is in effect (except (i) as agreed by the Company and Ladenburg in the Placement Notice or any (ii) to the extent Ladenburg may engage in sales of Placement Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that any such transactions are not being, and shall not be purchased or deemed to have been, undertaken at the request or direction of, or for the account of, the Company, and that purchased from the Company has and shall have no control over any decision by the Sales Agent and its affiliates to enter into any such transactionsas 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 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 Wxxxx Fargo Securities 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 may, to the extent permitted under the 1933 Act and the 1934 Act Notice (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 as amended by the Sales Agent and its affiliates to enter into any such transactionscorresponding 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 the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 10b-18(a)(5) under the 1933 Exchange Act. The , the Company acknowledges and agrees that the Sales Agent may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitationwill provide such Agent, at the same time Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date, the opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 9 hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with respect to such transaction. (b) The Placement Securities may be offered and sold 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, or subject to the terms of the Placement Notice is (as amended by the corresponding Acceptance, if applicable) or the terms separately agreed to in effect writing among the relevant parties thereto and approved by the Board of Directors of the Company or a duly authorized committee thereof, any other method permitted by law, including but not limited to, privately negotiated transactions. (c) If the Company or any Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Securities, it shall promptly notify the other parties, and sales of Securities occur pursuant to under this Agreement; provided Agreement or any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsjudgment of all parties.

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 AgentStifel, 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 Stifel 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 Stifel 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 Stifel (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), Stifel may 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 to Placement Notice (as amended by the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent maycorresponding Acceptance, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunderif applicable), purchase and Stifel may also sell Placement Securities by any other method permitted by law, including but not limited to privately negotiated transactions. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 Xxxxx Fargo Securities 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 may, to the extent permitted under the 1933 Act and the 1934 Act Notice (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 as amended by the Sales Agent and its affiliates to enter into any such transactionscorresponding 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 the Placement Agent’s acceptance of the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable) 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 Placement 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 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 (i) there can be 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 Company, the Manager 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 Agent may, to the extent permitted under the 1933 Act and the 1934 Act Notice (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 as amended by the Sales Agent and its affiliates to enter into any such transactionscorresponding 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 AgentCantor, 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 Cantor 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 Cantor 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 Cantor (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), Cantor may 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 to Placement Notice (as amended by the NYSE in accordance with Rule 153 under the 1933 Act. The Company acknowledges and agrees that the Sales Agent maycorresponding Acceptance, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunderif applicable), purchase and Cantor may also sell Placement Securities by any other method permitted by law, including but not limited to privately negotiated transactions. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 (including, without limitation, Regulation M promulgated thereunder)Act, purchase and sell shares of Common Stock for its own account and for the account of its clients accounts while this Agreement is in effect, includingand shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, without limitationexcept as otherwise agreed by the Sales Agent in the Placement Notice; provided, at the same time any that no such purchase or sales shall take place while a Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that (except (i) as agreed by the Company and the Sales Agent acknowledges and agrees that any such transactions are not being, and shall not be deemed in the Placement Notice or (ii) 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 extent the Sales Agent and its affiliates to enter into any such transactionsmay 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 Xxxxx Fargo Securities’ receipt and prompt confirmation of the terms of a Placement Notice 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 Notice, 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 Notice. The Company Each of the Transaction Entities 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 Transaction Entities 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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur Transaction Entities pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsa separate 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, 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 Applicable Placement Agent in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). The Company also acknowledges and agrees that that, during the Sales Agent shall have no obligation term of this Agreement, any offer to offer or sell sell, any Securities in the event such solicitation of an offer or sale of the Securities on behalf of the Company mayto buy, 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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur shares or sales of Common Stock pursuant to “any at the market” offering (as defined in Rule 415 of the Securities Act) shall only be effected under this AgreementAgreement and by or through a Placement Agent. Notwithstanding the foregoing or anything else herein to the contrary, nothing contained in this Agreement shall be construed to limit the Company’s ability to add additional parties as placement agents to this Agreement subsequent to the date hereof; provided that the Sales Agent acknowledges and agrees that Company first cause any such transactions are not beingadditional placement agent to execute a 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 the preceding sentence. Notwithstanding anything to the contrary in this Agreement, and an update to Schedule A or Exhibit B hereto contemplated by this Section 6(a) shall not be deemed to have been, undertaken at be an amendment or modification of the request or direction of, or Agreement for the account of, the Company, and that the Company has and shall have no control over any decision by the Sales Agent and its affiliates to enter into any such transactionspurposes of Section 20 of this Agreement.

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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell which shares of Common Stock for its own account are purchased and for sold on the account of its clients while this Agreement principal market on which the Common Stock is in effect, including, without limitation, at the same time any Placement Notice is in effect listed or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsquoted.

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 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, includingand shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, without limitationexcept as otherwise agreed by the Sales Agent in the Placement Notice; provided, at the same time any 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 any (ii) to the extent the Sales Agent may engage in sales of Placement Securities occur pursuant to this Agreementpurchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity); provided and, provided, further, that the Sales Agent acknowledges and agrees that 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 and its affiliates 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 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 Applicable Placement Agent in the Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable). The Company also acknowledges and agrees that that, during the Sales Agent shall have no obligation term of this Agreement, any offer to offer or sell sell, any Securities in the event such solicitation of an offer or sale of the Securities on behalf of the Company mayto buy, 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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur shares or sales of Common Stock pursuant to “any at the market” offering (as defined in Rule 415 of the Securities Act) shall only be effected under this AgreementAgreement and by or through a Placement Agent. Notwithstanding the foregoing or anything else herein to the contrary, nothing contained in this Agreement shall be construed to limit the Company’s ability to add additional parties as placement agents to this Agreement subsequent to the date hereof; provided that the Sales Agent acknowledges and agrees that Company first cause any such transactions are not being, additional placement agent to execute a 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 Placement Agent that is bound by this Agreement and shall not be deemed subject to have been, undertaken at the request or direction of, or for the account of, the Company, rights and that the Company has and shall have no control over any decision by the Sales Agent and its affiliates obligations applicable to enter into any such transactions.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 Xxxxx Fargo Securities’ acceptance of the terms of a Placement Notice, 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 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 Each of the Transaction Entities 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 Transaction Entities 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 and applicable law and regulations to sell such Placement Securities as required under this Section 7, Agreement 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 may, to the extent permitted under the 1933 Act and the 1934 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactionsTransaction Entities.

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 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 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 Xxxxx Fargo Securities 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 may, to the extent permitted under the 1933 Act and the 1934 Act Notice (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, including, without limitation, at the same time any Placement Notice is in effect or any sales of Securities occur pursuant to this Agreement; provided that the Sales Agent acknowledges and agrees that 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 as amended by the Sales Agent and its affiliates to enter into any such transactionscorresponding 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, 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 Act (including, without limitation, Regulation M promulgated thereunder), purchase and sell shares of Common Stock for its own account and for the account of its clients while this Agreement is in effect, includingand shall be under no obligation to purchase Securities on a principal basis pursuant to this Agreement, without limitationexcept as otherwise agreed by the Sales Agent in the Placement Notice; provided, at the same time any 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 any (ii)to the extent the Sales Agent may engage in sales of Placement Securities occur pursuant to this Agreementpurchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity); provided and, provided, further, that the Sales Agent acknowledges and agrees that 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 and its affiliates to enter into any such transactions.