Common use of Sale of Placement Shares by MLV Clause in Contracts

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable 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 the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchange, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of such national securities exchange that the Company’s Common Stock is listed on (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Capital Market (the “Exchange, ”) to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior written consent (which may be in the form of email correspondence). “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the Exchange“NASDAQ”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the ExchangeNASDAQ, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the ExchangeNASDAQ.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may shall sell Placement Shares only by any method permitted by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a the Placement Notice and only with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method permitted MLV will be made only by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, subject to prior written approval by the Company. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of such national securities exchange that the Company’s Common Stock is listed on (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method MLV will be made only by methods permitted by law and deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, subject to the Company’s prior written approval. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method MLV will be made only by methods permitted by law and deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, subject to the Company’s prior written approval (which may be in the form of email correspondence). “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Stock Market LLC (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE Amex (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of such of, the applicable Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 2 Section 3 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by MLV (as set forth in Section 5(b6(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Preferred Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common the Preferred Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Select Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable by MLV to the Company, with an itemization of the deductions made by MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may shall sell Placement Shares only by any method permitted by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Stock Market LLC (“NASDAQ”) and the ExchangeJasdaq Market of the Tokyo Stock Exchange (“TSE” and, together with NASDAQ, the “Exchanges”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of, such Placement Notice, provided that the Company shall not solicit sales of such Placement NoticeShares in Japan other than in trades on or through the TSE. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the ExchangeExchanges, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the ExchangeNASDAQ.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange. Neither MLV nor any of its affiliates or subsidiaries shall engage in (i) any short sale of any security of the Company, (ii) any sale of any security of the Company that MLV does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, MLV or (iii) any market-making, bidding, stabilization or other trading activity with respect to the Common Stock or related derivative securities if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Neither MLV nor any of its affiliates or subsidiaries, shall engage in any proprietary trading or trading for MLV’s (or its affiliates’ or subsidiaries’) own account.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b5(a)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method permitted MLV will be made only by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market makermaker (an “At The Market Offering”). Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, subject to prior written approval by the Company. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE MKT LLC (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method permitted MLV will be made only by law methods deemed to be an “at the at-the- market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, subject to prior written approval by the Company. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, upon the Company’s issuance of a Placement Notice MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds for the Placement Shares that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to With the terms prior written consent of a Placement Notice and only with the Company’s prior written consent, which may be provided in its Placement Notice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions provisions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV will provide written confirmation to the Company by email notice to the individuals from the Company listed on Schedule 2 (or other method mutually agreed to in writing by the parties 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering (an “ATM Offering”) as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock Preferred Shares or to or through a market maker. Subject to the terms of a Placement Notice Notice, and only with the Company’s prior written consentconsent of the Company, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangeconsistent with Exchange rules, including including, but not limited to in to, privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock Preferred Shares are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of such national securities exchange that the Company’s Common Stock is listed on (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior written consent, which shall be set forth in the Placement Notice. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE Amex (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on by means of ordinary brokers’ transactions between members of the Exchange, on any other existing trading market Exchange that qualify for the Common Stock or to or through delivery of a market maker. Subject Prospectus to the terms of a Placement Notice and only Exchange in accordance with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchange, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.Rule 153 under the

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method permitted MLV will be made only by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market makermaker (an “At The Market Offering”). Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, subject to prior written approval by the Company. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Select Market (the “Exchange, ”) to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the total number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentconsent therein, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE MKT LLC (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of such national securities exchange that the Company’s Common Stock is listed on (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE MKT (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to If expressly authorized by the terms of a Company in the Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b5(a)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method permitted MLV will be made only by law methods deemed to be an “at the at-the- market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, subject to prior written approval by the Company. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable by MLV to the Company, with an itemization of the deductions made by MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may shall sell Placement Shares only by any method permitted by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE MKT (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior express written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV and unless the sale of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of this Agreement, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares only by any method permitted by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, Exchange or on any other existing trading market for the Common Stock or to or through a market maker. Subject to Shares in the terms of a Placement Notice and only with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchange, including but not limited to in privately negotiated transactionsUnited States. “Trading Day” means any day on which shares of Common Stock Shares are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ Capital Market (the Exchange“NASDAQ”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the ExchangeNASDAQ, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the ExchangeNASDAQ.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NYSE MKT LLC (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE Amex (the "Exchange"), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “"at the market” " offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “"Trading Day” " means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior written consent (which may be in the form of email correspondence). “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Market (the Exchange“NASDAQ”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the ExchangeNASDAQ, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the ExchangeNASDAQ.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, subject to the prior express written consent of the Company. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Select Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions provisions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV will provide written confirmation to the Company by email notice to the individuals from the Company listed on Schedule 2 (or other method mutually agreed to in writing by the parties 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering (an “ATM Offering”) as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock Preferred Shares or to or through a market maker. Subject to the terms of a Placement Notice Notice, and only with the Company’s prior written consentconsent of the Company, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangeconsistent with Exchange rules, including including, but not limited to in to, privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are Preferred Shares may be purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV calculated in accordance with pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may shall sell Placement Shares only by any method methods permitted by law and which are deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including including, without limitation limitation, sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations regulations, and the rules and regulations of such national securities exchange that the Company’s Common Stock and/or Preferred Stock is listed on (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act Regulations415, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock and Preferred Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock and/or Preferred Stock, as applicable, are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may shall sell Placement Shares only by any method permitted by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately certain negotiated transactions, with the Company’s prior written consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock Placement Shares or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock ADSs are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE Amex (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method MLV will be made only by methods permitted by law and deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.limited

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV and unless the sale of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of this Agreement, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares only by any method permitted by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, Exchange or on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchange, including but not limited to in privately negotiated transactionsShares. “Trading Day” means any day on which shares of Common Stock Shares are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method permitted MLV will be made only by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, subject to prior written approval by the Company. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) a. Subject to the terms and conditions of this Agreement, for the period specified in the a Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable by MLV to the Company, with an itemization of the deductions made by MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the a Placement Notice, MLV may shall sell Placement Shares only by any method permitted by law methods deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities Act RegulationsAct, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, only with the Company’s express prior written consent (which may be in the form of email correspondence). “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Select Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell agrees that all sales of Placement Shares by any method permitted MLV will be made only by law methods deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to in privately negotiated transactions, subject to prior written approval by the Company. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Preferred Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Preferred Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are is purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Stock Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable by MLV to the Company, with an itemization of the deductions made by MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may shall sell Placement Shares only by any method permitted by law methods deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consent, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

Sale of Placement Shares by MLV. (a) Subject to the terms and conditions of this Agreement, MLV, for the period specified in the Placement Notice, MLV will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. MLV 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 Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to MLV pursuant to Schedule 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 MLV (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, MLV may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice and only with the Company’s prior written consentNotice, MLV may also sell Placement Shares by any other method permitted by law and the rules of the Exchangelaw, including but not limited to in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.