Common use of Sale of Placement Shares by the Agent Clause in Contracts

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent 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, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The New York Stock Exchange, LLC (the “Exchange”), to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), correspondence to each of the individuals of the other party set forth on Schedule 2) 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the prices at which such Placement Shares were sold, the Gross Proceeds (as defined below) from such sales, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the Gross Proceeds (as defined below) that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), or on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market makerShares. With the prior consent of the Company, and subject to the terms of the Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including, but not limited to, in privately negotiated transactions. During The Company acknowledges and agrees that (i) there can be no assurance that the term Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3 and (iii) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent in the Placement Notice. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. Notwithstanding any other provision of this Agreement and notwithstanding anything unless otherwise agreed to by the Parties hereto in writing, the Company shall not offer, sell or deliver, or request the offer or sale of, any Placement Shares and, by notice to the contrary herein, Agent and the Alternative Agents given by telephone (confirmed by the Company to the Agent agrees that in no event will it and the Alternative Agents) promptly by facsimile or email), shall cancel any Agent Affiliate (as defined in Section 9(a) below) engage in instructions for the offer or sale of any market makingPlacement Shares, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, and the Agent and the Alternative Agents shall not be obligated to offer or sell shares any Placement Shares, during any period in which the Company is, or could be deemed to be, in possession of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “material non-public information.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(ww), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is then listed or quoted.

Sale of Placement Shares by the Agent. (a) Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent 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, including without limitation sales made directly on the New York Stock Exchange LLC (the “NYSEExchange”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Trading Day “ means any day on which shares of the Common Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted. (b) The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Common Stock shall only be effected by or through only the Agent or an Alternative Agent on any single given day, but in no event by more than one of them, and the Company shall in no event request that the Agent and any Alternative Agent sell Common Stock on the same day.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent Agent, acting under a Placement Notice Notice, will provide written confirmation to the Company (including by email correspondencecorrespondence to all the individuals from the Company set forth on Schedule 2), no later than as soon as practicable after the opening closing of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on . Notwithstanding the New York Stock Exchange (the “NYSE”provisions of Section 5(vv), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in privately negotiated transactionsa Placement Notice. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) 10(a), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Trading Day” means any day on which shares of the Common Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares under the ATM Prospectus Supplement shall only be effected by or through the Agent or the Alternative Agents on any single given day, but in no event by more than one of them, and the Company shall in no event request that the Agent and the Alternative Agents sell Placement Shares on the same day. Notwithstanding anything herein to the contrary, nothing herein restricts, prohibits, or limits the ability of the Company from engaging in any other transaction, including but not limited to, an underwritten public offering of the securities or related to its securities.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Stock Market LLC and the NASDAQ Global Select Market (“NASDAQ”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), e-mail correspondence to each of the individuals of the Company set forth on Schedule 2) 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), NASDAQ or on any other existing trading market for the Common Stock and/or Stock. Subject to the Series D Preferred Stock or to or through a market maker. With the prior consent terms of the CompanyPlacement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including, but not limited to, in privately negotiated transactions, as shall be agreed by the Company and the Agent. During The Company acknowledges and agrees that (i) there can be no assurance that the term of this Agreement and notwithstanding anything Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the contrary herein, Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent agrees that in no event will it or any Agent Affiliate to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3 and (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Series D Preferred Stock at a price per share higher than Agent in the Maximum PricePlacement Notice. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom such written confirmation is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(bbb), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such purchase. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including, without limitation, Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including including, without limitation limitation, sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock Shares or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which Shares are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent Agent, acting under a Placement Notice Notice, will provide written confirmation to the Company (including by email correspondencecorrespondence to all the individuals from the Company set forth on Schedule 2), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-market” offering "at the market offering" as defined in Rule 415 of the Securities Act, including without limitation limitation, sales made directly on the New York Stock Exchange (the “"NYSE”"), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) 10(a), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary hereinpurposes hereof, the Agent shall not sell "Trading Day" means any day on which shares of the Series D Preferred Common Stock at a price per share higher are purchased and sold on the principal market on which the Common Stock is listed or quoted. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through the Agent or the Alternative Agent on any single given day, but in no event by more than one of them, and the Maximum Price. For purposes hereof, “Company shall in no event request that the Agent and the Alternative Agent sell Placement Shares on the same day.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent Agent, acting under a Placement Notice Notice, will provide written confirmation to the Company (including by email correspondencecorrespondence to all the individuals from the Company set forth on Schedule 2), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation limitation, sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) 10(a), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Trading Day” means any day on which shares of the Common Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through the Agent or the Alternative Agent on any single given day, but in no event by more than one of them, and the Company shall in no event request that the Agent and the Alternative Agent sell Placement Shares on the same day.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including, without limitation, Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including including, without limitation limitation, sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock Shares or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(bbb), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which Shares are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the Company’s issuance effectiveness of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such salesPlacement Shares sold, and the Net Proceeds (as defined below) payable to the CompanyCompany and an itemization of the deductions made by the Agent from the gross proceeds that it receives from such sales. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(ss), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of New York Stock Exchange (the “Exchange”), to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that the Agent receives from such sales. The Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinprovisions of Section 6(ii), the Agent shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through the Agent or Alternative Agent on any single given day, but in no event by more than one of them, and the Company shall in no event request that Agent and Alternative Agent sell shares of Placement Shares on the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “same day.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately next following the Trading Day on which the Agent has made sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such salessales pursuant to Section 2, and the Net Proceeds (as defined below) payable to the Company, with an itemization of deductions made by the Agent (as set forth in Section 5(a)) from gross proceeds for the Placement Shares that they receive from such sales. The Agent may sell agrees that all sales of Placement Shares will be made 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, including without limitation sales made directly on the New York Stock Exchange NASDAQ Capital Market (the “NYSEExchange”), ) or on any other existing trading market for the Common Stock and/or Stock. Unless otherwise agreed to between the Series D Preferred Stock or to or through a market maker. With Company and the prior consent of the CompanyAgent, the Agent acknowledges and agrees that all sales of Placement Shares will be made at prevailing market prices in ordinary brokerage transactions open to all market participants. The Agent may also only sell Placement Shares in privately negotiated transactions with the prior express written consent of the Company which, if the Placement Notice provided for such negotiated transactions, may include the Acceptance. During The Company acknowledges and agrees that (i) there can be no assurance that the term of this Agreement Agent will be successful in selling Placement Shares, and notwithstanding anything (ii) the Agent will not incur any liability or obligation to the contrary herein, the Agent agrees that in no event will it Company or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization other person or other trading activity with regard to the Common Stock or the Series D Preferred Stock entity if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall it does not sell shares of the Series D Preferred Stock at Placement Shares for any reason other than a price per share higher than the Maximum Pricefailure by it to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day on which Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(ss), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “NYSE”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening correspondence to each of the Trading Day (as defined belowindividuals of the Company set forth on Schedule 2) immediately following the Trading Day close of trading on which the NYSE each day it has made sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Agent 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, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock Shares or to or through a market maker. With the prior written consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During The Company acknowledges and agrees that (i) there can be no assurance that the term of this Agreement and notwithstanding anything Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the contrary herein, Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent agrees that in no event will it or any Agent Affiliate to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3 and (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of be under no obligation to purchase Placement Shares on a principal basis except as otherwise specifically agreed by the Series D Preferred Stock at Agent and the Company pursuant to a price per share higher than the Maximum PricePlacement Notice. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. If either party reasonably believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act (applicable to securities with an average daily trading volume of at least $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the reasonable judgment of each party.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(yy), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance provisions of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this AgreementSection 5(a), the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the The Nasdaq Stock Market LLC (the “Exchange”), to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities ActAct Regulations, including without limitation sales made directly on or through the New York Stock Exchange (the “NYSE”), on or any other existing trading market for the Common Stock Ordinary Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. Notwithstanding the Series D Preferred Stock foregoing, these restrictions shall not apply to bona fide transactions executed by the Agent on behalf and at the direction of any of their third party customer accounts. In the event the Company engages the Agent for a sale of Ordinary Shares in a Placement that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act or a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act, the Company will provide the Agent, at the Agent’s request and upon reasonable advance notice to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything on or prior to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate Settlement Date (as defined in Section 9(a) below) engage in any market makingthe opinions of counsel, biddingaccountants’ letters and officers’ certificates pursuant to Section 7 hereof, stabilization or each dated the Settlement Date, and such other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, documents and information as the Agent shall not sell shares of reasonably request, and the Series D Preferred Stock at a price per share higher than Company and the Maximum PriceAgent will agree to compensation that is customary for the Agent with respect to such transaction. For purposes hereof, “Trading Day” means any day on which Ordinary Shares is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations, and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, provided that the Agent agrees that may not sell more than 5% of the offering in no event negotiated transactions and the Agent will it or any Agent Affiliate (as defined sell the Placement Shares in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity accordance with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other antiNasdaq Listing Rule IM-5635-manipulation rules under the Securities Act3. Notwithstanding anything to the contrary hereinprovisions of Section 6(tt), except as may be otherwise agreed by the Company and the Agent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. (a) Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 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 the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice and the terms and conditions set forth herein, the Agent may sell agrees that (i) all sales of Placement Shares by any method permitted the Agent 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 ActAct Regulations, including without limitation limitation, sales made directly on the New York Stock Exchange (the “NYSE”)Exchange, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker, by means of ordinary brokers’ transactions that qualify for delivery of a Prospectus to the Exchange in accordance with Rule 153 under the Securities Act Regulations (such transactions are hereinafter referred to as “At the Market Offerings”) and (ii) any other sales of the Placement Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent. With The Agent covenants and agrees that it shall not engage in a sale of Placement Shares on the Company’s behalf that would constitute the sale of a “block” under Rule 10b-18(a)(5) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act without the Company’s prior consent written consent. Subject to the previous sentence, the Company acknowledges and agrees that in the event a sale of Placement Shares on behalf of the Company would constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Agent reasonably believes it may be deemed an “underwriter” under the Securities Act in a transaction that is not an At the Market Offering and the Company consents to such sale, the Company will provide to the Agent, at the Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date (as defined below) for such transaction, the opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 7 hereof, each dated the Settlement Date, and such other documents and information as the Agent may also shall reasonably request. Solely with respect to such sales that would constitute a “block” or a “distribution,” the Agent shall use commercially reasonable efforts to assist the Company in obtaining performance of its obligations by each purchaser whose offer to purchase Placement Shares has been solicited by the Agent and accepted by the Company. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through the Agent or the Alternative Agent on any single given day, but in no event by more than one of them, and the Company shall in no event request that the Agent and the Alternative Agent sell Placement Shares in privately negotiated transactions. During on the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “same day.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the CompanyAgent’s issuance acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specifiedspecified in such Placement Notice, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including which may be sent by email correspondencecorrespondence to the persons identified on Schedule 2), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder hereunder, setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent 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, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior written consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any affiliate of the Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M under the Exchange Act (“Regulation M”) or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary hereinpurposes of this Agreement, the Agent shall not sell “Trading Day” means any day on which shares of the Series D Preferred Common Stock at a price per share higher than may be purchased and sold on the Maximum Price. For purposes hereof, “NYSE.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NYSE American LLC (the “Exchange”), to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than prior to the opening commencement of trading on the Exchange on the first Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on . Notwithstanding the New York Stock Exchange (the “NYSE”provisions of Section 6(jj), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in privately negotiated transactionsa Placement Notice. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange. During the term of this Agreement and notwithstanding anything to Agreement, neither the contrary hereinAgent nor any of its affiliates or subsidiaries, shall, for its own account, engage in (i) any short sale of any security of the Company, (ii) any sale of any security of the Company that the Agent 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, the Agent agrees that in no event will it or (iii) any Agent Affiliate proprietary trading or trading for the Agent’s (as defined in Section 9(aor its affiliates’ or subsidiaries’) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Actown account. Notwithstanding anything the foregoing, these restrictions shall not apply to the contrary herein, bona fide transactions executed by the Agent shall not sell shares on behalf and at the direction of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “any third party customer accounts.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The New York Stock Exchange, LLC (the “Exchange”), to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), correspondence to each of the individuals of the other party set forth on Schedule 2) 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the prices at which such Placement Shares were sold, the Gross Proceeds (as defined below) from such sales, the compensation payable - 3 - by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the Gross Proceeds (as defined below) that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), or on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market makerShares. With the prior consent of the Company, and subject to the terms of the Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including, but not limited to, in privately negotiated transactions. During The Company acknowledges and agrees that (i) there can be no assurance that the term Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3 and (iii) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent in the Placement Notice. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. Notwithstanding any other provision of this Agreement and notwithstanding anything unless otherwise agreed to by the Parties hereto in writing, the Company shall not offer, sell or deliver, or request the offer or sale of, any Placement Shares and, by notice to the contrary herein, Agent and the Alternative Agents given by telephone (confirmed by the Company to the Agent agrees that in no event will it and the Alternative Agents) promptly by facsimile or email), shall cancel any Agent Affiliate (as defined in Section 9(a) below) engage in instructions for the offer or sale of any market makingPlacement Shares, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, and the Agent and the Alternative Agents shall not be obligated to offer or sell shares any Placement Shares, during any period in which the Company is, or could be deemed to be, in possession of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “material non-public information.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance provisions of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this AgreementSection 5(a), the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities ActAct Regulations, including without limitation sales made directly on or through the New York Stock Exchange (the “NYSE”), on or any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. “Trading Day” means any day on which Common Stock and/or is traded on the Series D Preferred Stock or to or through Exchange. While a market maker. With Placement Notice is in effect, neither the prior consent Agent nor any of its subsidiaries shall, for its own account, engage in (i) any short sale of any security of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(aRegulation SHO under the Exchange Act or (ii) below) engage in any market making, making bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock related derivative securities, in each case, if such activity would be prohibited under Regulation M under the Exchange Act or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary hereinavoidance of doubt, the Agent this restriction shall not sell shares apply to transactions by or on behalf of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “any customer of such Agent or transactions by such Agent to facilitate any such transactions by or on behalf of any customer of such Agent.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a))) from the gross proceeds that it receives from such sales. The Subject to the terms of this Agreement and unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With Notwithstanding the prior consent provisions of Section 6(ss), except as may be otherwise agreed by the Company, Company and the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of New York Stock Exchange (the “Exchange”), to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on . Notwithstanding the New York Stock Exchange (the “NYSE”provisions of Section 5(kk), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in privately negotiated transactionsa Placement Notice. During the term of this Agreement Agreement, and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock Placement Shares at a price per share higher than the Maximum Price. For the purposes hereof, “Maximum Price” means, with respect to the Placement Shares, (a) from the date hereof and through, and including, August 17, 2021, the product of (i) $25.00 per share plus any accrued and unpaid dividends to, but excluding, the date of sale, and (ii) the sum of (A) 1.0, and (B) (x) the number of complete years until the optional redemption date of the Preferred Stock (August 17, 2022) times (y) 0.0050; and (b) on August 18, 2021 and thereafter, $25.00 per share plus any accrued and unpaid dividends to, but excluding, the date of sale. “Trading Day” means any day on which Preferred Stock is purchased and sold on the Exchange. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through the Agent or Alternative Agent on any single given day, but in no event by more than one of them, and the Company shall in no event request that Agent and Alternative Agent sell Placement Shares on the same day.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “NYSE”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening correspondence to each of the Trading Day (as defined belowindividuals of the Company set forth on Schedule 2) immediately following the Trading Day close of trading on which the NYSE each day it has made sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Agent 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, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock Shares or to or through a market maker. With the prior written consent of the Company, the Agent may also sell Placement Shares in by any other method permitted by law, including block transactions and privately negotiated transactions. During The Company acknowledges and agrees that (i) there can be no assurance that the term of this Agreement and notwithstanding anything Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the contrary herein, Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent agrees that in no event will it or any Agent Affiliate to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3 and (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of be under no obligation to purchase Placement Shares on a principal basis except as otherwise specifically agreed by the Series D Preferred Stock at Agent and the Company pursuant to a price per share higher than the Maximum PricePlacement Notice. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. If either party reasonably believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act (applicable to securities with an average daily trading volume of at least $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the reasonable judgment of each party.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthof this Agreement, upon the Company’s 's issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices to sell on behalf of the Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under covenants and the Company acknowledges that the Agent will conduct the sale of Placement Shares in compliance with applicable laws, rules and regulations including, without limitation, all applicable Canadian Securities Laws, and, if applicable, the rules of the TSXV, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice Notice. The Agent will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXV or any other Marketplace and pursuant to any other sales method used by the Agent), the gross proceeds, the commissions payable by the Company to the Agent pursuant to Section 2 with respect to such sales, sales and the Net Proceeds (as defined below) payable to the Company. The Subject to the terms and conditions of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be that constitutes an “"at-the-market” offering as defined in Rule 415 of the Securities Actmarket distribution" under NI 44-102, including including, without limitation limitation, sales made directly on the New York Stock Exchange TSXV or any other "marketplace" (the “NYSE”as such term is defined in NI 21-101 in Canada (a "Marketplace")), provided for greater certainty that no such transactions may be made on any other existing trading market for the Common Stock and/or the Series D Preferred Stock exchange or to or through a market maker. With the prior consent quotation system outside of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities ActCanada. Notwithstanding anything to the contrary hereinset forth in this Agreement or a Placement Notice, the Company acknowledges and agrees that (i) there can be no assurance that the Agent shall will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if they do not sell shares Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell, on behalf of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereofCompany and as agent, “such Placement Shares as provided under this Section 3.

Sale of Placement Shares by the Agent. (a) Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 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 the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice and the terms and conditions set forth herein, the Agent may sell agrees that (i) all sales of Placement Shares by any method permitted the Agent 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 ActAct Regulations, including without limitation limitation, sales made directly on the New York Stock Exchange (the “NYSE”)Exchange, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With , by means of ordinary brokers’ transactions that qualify for delivery of a Prospectus to the prior consent Exchange in accordance with Rule 153 under the Securities Act Regulations and (ii) any other sales of the CompanyPlacement Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through the Agent may also or the Alternative Agent on any single given day, but in no event by more than one of them, and the Company shall in no event request that the Agent and the Alternative Agent sell Placement Shares in privately negotiated transactions. During on the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “same day.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the CompanyAgent’s issuance acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specifiedspecified in such Placement Notice, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including which may be sent by email correspondencecorrespondence to the persons identified on Schedule 2), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder hereunder, setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent 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, including without limitation sales made directly on the New York Stock Exchange ordinary brokers’ transactions (the “NYSE”whether or not solicited), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With , directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system or any other market venue where the prior consent of securities may be traded, in the Companyover-the-counter market, the Agent may also sell Placement Shares in privately negotiated transactions, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act or through a combination of any such methods of sale. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any affiliate of the Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M under the Exchange Act (“Regulation M”) or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinFor purposes of this Agreement, the Agent shall not sell “Trading Day” means any day on which shares of the Series D Preferred Common Stock at a price per share higher than may be purchased and sold on the Maximum Price. For purposes hereof, New York Stock Exchange (“NYSE”).

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock Ordinary Shares or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Ordinary Shares are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent may agrees not to sell any Placement Shares pursuant to this Agreement other than by any method permitted by law deemed to be means of ordinary brokers’ transactions that qualify for delivery of a prospectus in accordance with Rule 153 under the Securities Act and meet the definition of an “at-the-at the market” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on Act Regulations. Unless expressly authorized by the New York Stock Exchange (Company in the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the CompanyPlacement Notice, the Agent may also agrees not to sell Placement Shares by any other method. The Company and the Agent acknowledge and agree that (i) there can be no assurance that the Agent will be successful in privately negotiated transactionsselling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall not and shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it the Agent or any Agent Affiliate (as defined in Section 9(a) below) its affiliates engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock related derivative securities if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities ActAct Regulations. Notwithstanding anything to “Trading Day” means any day on which Common Stock is traded on the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of New York Stock Exchange (the “Exchange”), to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that the Agent receives from such sales. The Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinprovisions of Section 6(ii), the Agent shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through the Agent or an Alternative Agent on any single given day, but in no event by more than one of them, and the Company shall in no event request that Agent or any Alternative Agent sell shares of Placement Shares on the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “same day.

Sale of Placement Shares by the Agent. The Company may not deliver a Placement Notice to the Agent until such time as the Common Stock is listed on a national securities exchange reasonably acceptable to the Agent (the “Exchange”). Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange, to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly . “Trading Day” means any day on which shares of Common Stock are purchased and sold on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactionsExchange. During the term of this Agreement and notwithstanding anything to Agreement, neither the contrary hereinAgent nor any of its affiliates or subsidiaries, shall, for its own account, engage in (i) any short sale of any security of the Company, (ii) any sale of any security of the Company that the Agent 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, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization proprietary trading or other trading activity with regard to for the Common Stock Agent’s (or the Series D Preferred Stock if such activity would be prohibited under Regulation M its affiliates’ or other anti-manipulation rules under the Securities Actsubsidiaries’) own account. Notwithstanding anything the foregoing, these restrictions shall not apply to the contrary herein, bona fide transactions executed by the Agent shall not sell shares on behalf and at the direction of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “any third party customer accounts.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. a. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Designated Agent will use its commercially reasonable efforts consistent with its customary 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”), for the period specified in the Placement Notice to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Designated Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Designated Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Designated Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of a Placement Notice, the Designated Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)Exchange, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With Subject to the prior consent terms of the CompanyPlacement Notice, the Designated Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactionstransactions with the Company’s prior written consent. During The Company acknowledges and agrees that (i) there can be no assurance that the term of Designated Agent will be successful in selling Placement Shares; (ii) the Designated Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Designated Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and notwithstanding anything (iii) the Designated Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Designated Agent and the Company in writing and expressly set forth in a Placement Notice. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange. b. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time, if any, by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the contrary herein, the Designated Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Actwriting. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that compliance with the limitations set forth in this Section 3(b) on the number or dollar amount of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Designated Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “have no obligation in connection with such compliance.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(ss), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq. In the event the Company engages the Agent for a sale of Placement Shares that would constitute a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act (a “Block Sale”), the Company will provide the Agent, at the Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date (as defined below), the opinions of counsel, comfort letter and officers’ certificates set forth in Section 7 hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent 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, including without limitation sales made directly on the New York Nasdaq Stock Exchange Market LLC (the “NYSENasdaq”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “the

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance confirmation of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondencecorrespondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) following the close of trading on Nasdaq (as defined in Section 6(q), no later than the opening of ) on the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation volume-weighted average price of the Placement Shares sold, the commission payable by the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities ActAct (which may include block transactions), including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice; provided, however, that no Placement Shares will be offered or sold in Canada, or to a person resident in Canada. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth in Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto reply) 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 have been made hereunder setting forth the number of Placement Shares sold on such day, if any sales of Placement Shares were not effected pursuant to the Registration Statement (and if so, the lowest price and highest price of such Placement Shares sold), the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)provided, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock however, that no Placement Shares will be offered or sold in Canada, or to or through a market makerperson resident in Canada, pursuant to this Agreement. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the The Agent shall not sell shares of purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Series D Preferred Stock at Company in a price per share higher than Placement Notice. “Trading Day” means any day on which Common Shares are purchased and sold on the Maximum Price. For purposes hereof, “Exchange.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”) to sell such Placement Shares up to the amount specifiedspecified in such Placement Notice, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of email correspondence has been actually acknowledged previously by any of the individuals to whom the notice is to be sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which the Agent has made sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such salesPlacement Shares sold, and the Net Proceeds (as defined below) payable to the Company. The Agent 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, including without limitation limitation, sales made directly on the New York Stock Exchange (the “NYSE”), through Nasdaq or on any other existing trading market for the Common Stock and/or Stock. If expressly authorized by the Series D Preferred Stock or to or through Company in a market maker. With the prior consent of the CompanyPlacement Notice, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the The Agent shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, and (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares of the Series D Preferred Stock at Placement Shares for any reason other than a price per share higher than the Maximum Pricefailure by such Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice (but subject always to the terms of the applicable Placement Notice), the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock Shares or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that there can be no assurance that the Agent will be successful in selling Placement Shares, the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Shares are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(ay), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. (a) Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company whose names are set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Agent 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, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)through Nasdaq, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany in a Placement Notice, the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein6(ee), the Agent shall not sell shares of purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Series D Preferred Stock at Company in a price per share higher than Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Maximum Price. For purposes hereofAgent will be successful in selling Placement Shares, “and (ii) the Agent will incur no

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Except as may be otherwise agreed by the term of this Agreement Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is then listed or quoted.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or Stock. If expressly authorized by the Series D Preferred Stock or to or through Company (including in a market maker. With the prior consent of the CompanyPlacement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. (a) Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent 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, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “the

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined belowin Section 6(b)) payable to the Company. For the purposes hereof, “Trading Day” means any day on which shares of the Common Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted. The Agent 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, including without limitation sales made directly on the New York Stock Exchange NYSE (the “NYSEExchange”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything The Company may sell Placement Shares to the contrary hereinAgent, acting as principal, at a price agreed upon with the Agent. Neither the Agent agrees that in no event will it or nor any Agent Affiliate (as defined in Section 9(a) belowof this Agreement) engage shall take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in any market making, bidding, stabilization or manipulation of the price of the Placement Shares or any other trading activity with regard “reference security” (as defined in Rule 100 of Regulation M under the 1934 Act (“Regulation M”), whether to facilitate the Common Stock sale or resale of the Series D Preferred Stock if such activity Placement Shares or otherwise, or take any action which would be prohibited under directly or indirectly violate Regulation M or other anti-manipulation rules which would constitute a special selling effort as such term is defined under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Regulation M.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the The Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), ) no later than one hour after the opening close of the Trading Day (as defined below) immediately following the each Trading Day on which it has made sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent 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 ActAct Regulations, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)Exchange, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock Shares or to or through a market maker. With Subject to the prior consent terms of the Companya Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactionstransactions with the Company’s prior written consent. During The Company acknowledges and agrees that (i) there can be no assurance that the term of Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Series D Preferred Stock at Agent and the Company in writing and expressly set forth in a price per share higher than Placement Notice. “Trading Day” means any day on which Common Shares are traded on the Maximum Price. For purposes hereof, “Exchange.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq. In the event the Company engages the Agent for a sale of Placement Shares that would constitute a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act (a “Block Sale”), the Company will provide the Agent, at the Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date (as defined below), the opinions of counsel, comfort letter and officers’ certificates set forth in Section 7 hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance delivery of an Acceptance with respect to a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately next following the Trading Day on which the Agent has made sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such salessales pursuant to Section 2, and the Net Proceeds (as defined below) payable to the Company, with an itemization of deductions made by the Agent (as set forth in Section 5(a)) from gross proceeds for the Placement Shares that they receive from such sales. The Agent may sell agrees that all sales of Placement Shares will be made 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, including without limitation sales made directly on the New York Stock Exchange NASDAQ Capital Market (the “NYSEExchange”), ) or on any other existing trading market for the Common Stock and/or Stock. The Agent acknowledges and agrees that (i) all sales of Placement Shares will be made at prevailing market prices in ordinary brokerage transactions open to all market participants and (ii) it will distribute the Series D Preferred Stock or Placement Shares to or through a brokers for resale into the market maker. With the prior consent of immediately after acquiring them from the Company, the . The Agent may also only sell Placement Shares in privately negotiated transactions with the prior express written consent of the Company which, if the Placement Notice provided for such negotiated transactions, may include the Acceptance. During The Company acknowledges and agrees that (i) there can be no assurance that the term of this Agreement Agent will be successful in selling Placement Shares, and notwithstanding anything (ii) the Agent will not incur any liability or obligation to the contrary herein, the Agent agrees that in no event will it Company or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization other person or other trading activity with regard to the Common Stock or the Series D Preferred Stock entity if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall it does not sell shares of the Series D Preferred Stock at Placement Shares for any reason other than a price per share higher than the Maximum Pricefailure by it to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day on which Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

Sale of Placement Shares by the Agent. Subject (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice; provided that the Company will ensure that the Placement Notice complies with (i) the Maximum Program Amount (as defined below), (ii) the Floor Price (as defined below), (iii) the other terms provided for herein, and (iv) French law and applicable corporate authorizations of the Company. The Agent acting under will notify the Company of the bids received for Placement Shares in compliance with the terms of the Placement Notice (an “Agent Notification”) (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply). Such Agent Notification shall contain the price at which the Placement Shares would be purchased, the counterparty/parties bidding for such Placement Shares and the number of Placement Shares to be placed with such counterparty/parties and shall be accompanied by an e-mail confirmation, in the form set forth in Schedule 4 hereto, of a representative of each bidding party confirming that such bidding party falls within one of the categories identified in the Investor Letter (as defined below). Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares (A) in negotiated transactions with the written consent of the Company; or (B) by any other method permitted by law that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including block transactions, sales made directly on or through Nasdaq or on or through any other existing trading market of the ADSs, provided that for (A) and (B), such sales are made in compliance with French law and within the limits and conditions set forth by the corporate authorizations of the Company, which shall be specified in the Placement Notice. Nothing in this Agreement shall be deemed to require either party to agree to any specific method of offer and sale specified in the preceding sentence, except insofar as required for compliance with French law and applicable corporate authorizations of the Company, and (except as specified in clause (A) above or as required for compliance with French law and applicable corporate authorizations of the Company) the method of placement of any Placement Shares by the Agent shall be at the Agent’s discretion. Except as may be otherwise agreed by the Company and the Agent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. (b) Following the receipt of an Agent Notification provided for in the preceding paragraph and no later than 3:30 pm (Eastern) on the Trading Day on which the Company wants to sell Placement Shares, the Company shall issue a decision of the management board or of the Chairman of the management board of the Company in the form set forth in Schedule 5 hereto (the “Issuance Decision”), acting upon delegated authority, reflecting the Company’s decision to issue the Ordinary Shares to be represented by the Placement Shares, allocated, and at such price, as set forth in the Agent Notification to the Company provided in the preceding paragraph, subject to settlement on the on the second Trading Day (or such earlier day as is industry practice or as is required for regular-way trading) following the date on which such sales are made or such other date specified in the applicable Placement Notice (each, a “Settlement Date”), it being specified that the Company will ensure that for each issuance of Placement Shares the equivalent in Euro of the sales price will be set by the management board or the Chairman of the management board based upon the last available U.S. Dollar-Euro exchange rate, as published by the European Central Bank 1and within the price limits and amounts set forth in the 25th resolution of the Company's general shareholders' meeting held on May 19, 2020, the 22nd resolution of the Company's general shareholders' meeting held on May 20, 2022 (or any substitute resolutions thereto adopted at a subsequent shareholders' meeting) as applicable. (c) Following receipt of the Issuance Decision in accordance with the paragraph above, the Agent will provide (i) written confirmation to the Company (including by email correspondence)correspondence to each of the Company individuals set forth in Schedule 2, if receipt of such email correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day 11:59 p.m. (as defined belowEastern Time) immediately following on the Trading Day on which sales of it has placed Placement Shares have been made hereunder setting forth the identity of each purchaser, the number of Placement Shares sold on such day, the compensation payable by the Company Trading Day to the Agent pursuant to Section 2 with respect to each such sales, purchaser and the sales price, in each case, consistent with the Issuance Decision, as well as the 1 LL: The fact that this exchange rate can be used to set the euro/USD amount of the capital increase, as the basis for the certificat du dépositaire issued by SGSS needs to be checked with SGSS corresponding aggregate sales price and Net Proceeds (as defined below) payable to the Company in respect thereof, and (ii) copies of such documents as required by French law and the limits and other conditions set forth in the corporate authorizations of the Company in a form acceptable by the Company, including the Investor Letters. The Notwithstanding the foregoing, the Agent acknowledges that the written confirmation set forth in this paragraph may sell not differ from the terms set forth in the Issuance Decision, and that in such event, no Placement Shares by any method permitted by law deemed shall be placed pursuant to be such Issuance Decision. (d) Each purchaser of Placement Shares shall provide to the Agent, no later than the Trading Day on which Placement Shares are sold to such purchaser pursuant to this Agreement, an executed investor letter (each, an “at-the-market” offering Investor Letter”) in substantially the form attached as defined in Rule 415 of the Securities Act, including without limitation sales made directly Exhibit A1 or A2 (depending on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent resolution of the Company’s general shareholders’ meeting being used for the issuance of such Placement Shares) to Schedule I hereto, which form shall be delivered by the Agent may also sell to each prospective purchaser of Placement Shares in privately negotiated transactions. During the term of this Agreement hereunder, and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of Placement Shares to any purchaser who shall not have delivered such Investor Letter. (e) For the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, (i) “Floor Price” means an amount equal to the U.S. dollar equivalent (based on the then-prevailing exchange rate) of the minimum issuance price set out in the resolution of the Company’s general shareholders’ meeting being used for the issuance of such Placement Shares; (ii) “Maximum Program Amount” means ADSs with an aggregate sales price of the lesser of (a) the number or dollar amount of Ordinary Shares in the form of ADSs registered under the effective ADS Registration Statement and Underlying Ordinary Shares registered under the effective Registration Statement pursuant to which the offering is being made, (b) the dollar amount of the nominal value of the Ordinary Shares available to be issued pursuant to the resolution of the Company’s general shareholders’ meeting being used for the issuance of such Placement Shares, (c) the number or dollar amount of Underlying Ordinary Shares permitted to be sold under Form F-3 (including General Instruction I.B. 5 thereof, if applicable) , (d) the number or dollar amount of Underlying Ordinary Shares in the form of ADSs for which the Company has filed a Prospectus or (e) the number of Underlying Ordinary Shares issued over a 12-month rolling period representing, once issued together with all the other Ordinary Shares which have been admitted to trading on the regulated market of Euronext in Paris (“Euronext”) over the same 12-month period on the basis of Article 1 paragraph 5.a) of Regulation (EU) 2017/1129 of June 14, 2017, being less than 20% of the total number of the Company’s securities already admitted to trading on Euronext on the date the admission to trading of the Underlying Ordinary Shares is requested; (iii) “Net Proceeds” means, with respect to each Settlement Date, the aggregate gross sales price received by the Agent at which the applicable Placement Shares were sold, after deduction of the Issuance Commission (as defined below) and (iv) “Trading Day” means any day on which the Ordinary Shares in the form of ADSs are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthof this Agreement, upon the CompanyCorporation’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices practices, on behalf of the Corporation and as agent, to sell such Placement Shares up to the amount specifiedspecified in the Placement Notice, and otherwise in accordance with the terms of such the Placement Notice, pursuant to the Prospectus in the Qualifying Jurisdictions. It is understood and agreed that the Agent is under no obligation to purchase any Placement Shares, although the Agent may purchase Placement Shares if it so desires. The Corporation acknowledges and agrees that the Agent may appoint other registered dealers as its agents (the "Sub-Agents") to assist in the Placement. Sub-Agents shall receive as compensation such proportion of the Placement Fee as is equal to the proportion of such Sub-Agent’s sales of Placement Shares to the total number of Placement Shares sold in the Placement. The Agent shall ensure that any Sub-Agents comply with the covenants and obligations made by the Agent to the Corporation herein. The Corporation acknowledges and agrees that each Sub-Agent shall have the benefit of the representations, warranties, covenants and obligations made by the Corporation to the Agent herein. Neither the Agent nor any of its affiliates or any person acting under a on its behalf will engage in any Directed Selling Efforts or in any form of General Solicitation or General Advertising in the United States with respect to the Placement Notice Shares. The Agent will provide written confirmation to the Company (including by email correspondence), Corporation no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which the Agent has made sales of Placement Shares have been made hereunder setting forth (i) the number of Placement Shares sold on such day, day (showing the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent may sell number of 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, including without limitation sales made directly sold on the New York Stock Canadian Securities Exchange (the “NYSECSE”), ) or on any other existing trading market for “marketplace” (as such term is defined in NI 21-101 (a “Marketplace”)) and pursuant to any other sales method used by the Common Stock and/or Agent); (ii) the Series D Preferred Stock or to or through a market maker. With the prior consent average price of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During sold (showing the term average price of this Agreement and notwithstanding anything to the contrary herein, Placement Shares sold on the Agent agrees that in no event will it CSE or any Agent Affiliate (as defined in Section 9(a) below) engage in other Marketplace and pursuant to any market making, bidding, stabilization or other trading activity with regard to sales method used by the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Agent);

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE American LLC (the “Exchange”), to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, provided that the Agent may also shall not sell Placement Shares in privately negotiated transactionsCanada. “Trading Day” means any day on which Common Shares are purchased and sold on the Exchange. During the term of this Agreement and notwithstanding anything to Agreement, neither the contrary hereinAgent nor any of its affiliates or subsidiaries shall engage in (i) any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent 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, the Agent. Neither the Agent agrees that in no event will it nor any of its affiliates or any Agent Affiliate (as defined in Section 9(a) below) subsidiaries shall engage in any market making, bidding, stabilization proprietary trading or other trading activity with regard to for the Common Stock Agent’s (or the Series D Preferred Stock if such activity would be prohibited under Regulation M its affiliates’ or other anti-manipulation rules under the Securities Actsubsidiaries’) own account. Notwithstanding anything the foregoing, these restrictions shall not apply to the contrary herein, bona fide transactions executed by the Agent shall on behalf and at the direction of any third party customer accounts. The Agent agrees and acknowledges that it will not solicit any offers to sell shares the Placement Shares from persons resident in any province or territory of Canada or from any person acquiring such Placement Shares for the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “benefit of another person resident in any province or territory of Canada.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(qq), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation Compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice and the terms and conditions set forth herein, the Agent may sell agrees that (i) all sales of Placement Shares by any method permitted the Agent 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 ActAct Regulations, including without limitation limitation, sales made directly on the New York Stock Exchange (the “NYSE”)Exchange, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker, by means of ordinary brokers’ transactions that qualify for delivery of a Prospectus to the Exchange in accordance with Rule 153 under the Securities Act Regulations (such transactions are hereinafter referred to as “At the Market Offerings”) and (ii) any other sales of the Placement Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent. With The Agent covenants and agrees that it shall not engage in a sale of Placement Shares on the Company’s behalf that would constitute the sale of a “block” under Rule 10b-18(a)(5) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act without the Company’s prior consent written consent. Subject to the previous sentence, the Company acknowledges and agrees that in the event a sale of Placement Shares on behalf of the Company would constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “ distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Agent reasonably believes it may be deemed an “ underwriter” under the Securities Act in a transaction that is not an At the Market Offering and the Company consents to such sale, the Company will provide to the Agent, at the Agent’s request and upon reasonable advance notice to the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything on or prior to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate Settlement Date (as defined in Section 9(a) below) engage in any market makingfor such transaction, biddingthe opinions of counsel, stabilization or accountants’ letters and officers’ certificates pursuant to Section 7 hereof, each dated the Settlement Date, and such other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, documents and information as the Agent shall not sell shares reasonably request. Solely with respect to such sales that would constitute a “block” or a “distribution,” the Agent shall use commercially reasonable efforts to assist the Company in obtaining performance of its obligations by each purchaser whose offer to purchase Placement Shares has been solicited by the Series D Preferred Agent and accepted by the Company. “Trading Day” means any day on which Common Stock at a price per share higher than is purchased and sold on the Maximum PriceExchange. For purposes hereofThe Company agrees that any offer to sell, “any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through the Agent.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) ), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Trading Day” means any day on which shares of the Preferred Stock are purchased and sold on the principal market on which the Preferred Stock is listed or quoted.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock Ordinary Shares or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(bbb), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Ordinary Shares are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE American LLC (“NYSE American”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through NYSE American, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 American to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on NYSE American.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on . Notwithstanding the New York Stock Exchange (the “NYSE”provisions of Section 6(tt), on any other existing trading market for except as may be otherwise agreed by the Common Stock and/or Company and the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of NASDAQ Global Stock Market (the “Exchange”), to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than prior to the opening commencement of trading on the Exchange on the first Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on . Notwithstanding the New York Stock Exchange (the “NYSE”provisions of Section 6(gg), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in privately negotiated transactionsa Placement Notice. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange. During the term of this Agreement and notwithstanding anything to Agreement, neither the contrary hereinAgent nor any of its respective affiliates or subsidiaries, shall, for its own account, engage in (i) any short sale of any security of the Company, (ii) any sale of any security of the Company that the Agent 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, the Agent agrees that in no event will it or (iii) any Agent Affiliate proprietary trading or trading for the Agent’s (as defined in Section 9(aor its affiliates’ or subsidiaries’) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Actown account. Notwithstanding anything the foregoing, these restrictions shall not apply to the contrary herein, bona fide transactions executed by the Agent shall not sell shares on behalf and at the direction of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “any third party customer accounts.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), or through Nasdaq or on or through any other existing trading market for the Common Stock and/or Ordinary Shares. If expressly authorized by the Series D Preferred Stock or to or through Company (including in a market maker. With the prior consent of the CompanyPlacement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(rr), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Ordinary Shares are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(rr), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “NYSE”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening correspondence to each of the Trading Day (as defined belowindividuals of the Company set forth on Schedule 2) immediately following the Trading Day close of trading on which the NYSE each day it has made sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Agent 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, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock Shares or to or through a market maker. With the prior written consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During The Company acknowledges and agrees that (i) there can be no assurance that the term of this Agreement and notwithstanding anything Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the contrary herein, Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent agrees that in no event will it or any Agent Affiliate to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3 and (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of be under no obligation to purchase Placement Shares on a principal basis except as otherwise specifically agreed by the Series D Preferred Stock at Agent and the Company pursuant to a price per share higher than the Maximum PricePlacement Notice. For purposes hereof, “the purposes

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the price per share at which each sale of Placement Shares occurs on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Agent 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, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinprovisions of Section 6(cc), the Agent shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, and (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares of Placement Shares for any reason other than a failure by the Series D Preferred Stock at a price per share higher than the Maximum PriceAgent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), or through Nasdaq or on or through any other existing trading market for the Common Stock and/or Stock. If expressly authorized by the Series D Preferred Stock or to or through Company (including in a market maker. With the prior consent of the CompanyPlacement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(ss), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), or through Nasdaq or on or through any other existing trading market for the Common Stock and/or Ordinary Shares. If expressly authorized by the Series D Preferred Stock or to or through Company (including in a market maker. With the prior consent of the CompanyPlacement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(oo), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Ordinary Shares are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations (and including applicable laws, rules and regulations in any other relevant jurisdiction) and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock ADSs or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(zz), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not sell shares purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Agent will be

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent Agent, acting under a Placement Notice Notice, will provide written confirmation to the Company (including by email correspondencecorrespondence to all the individuals from the Company set forth on Schedule 2), no later than as soon as practicable after the opening closing of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on . Notwithstanding the New York Stock Exchange (the “NYSE”provisions of Section 5(vv), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in privately negotiated transactionsa Placement Notice. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) 10(a), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Trading Day” means any day on which shares of the Common Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted. Notwithstanding anything herein to the contrary, nothing herein restricts, prohibits, or limits the ability of the Company from engaging in any other transaction, including but not limited to, an underwritten public offering of the securities or related to its securities.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(uu), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, so long as receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(xx), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon for the Company’s issuance of a period specified in the Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, Agent will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on or through the New York Stock Exchange (the “NYSE”), on or any other existing trading market for the Common Stock Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. Notwithstanding the Series D Preferred Stock or foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to or through a market maker. With this Agreement without the prior written consent of the Company, . The Company acknowledges and agrees that (i) there can be no assurance that the Agent may also will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares in privately negotiated transactions. During for any reason other than a failure by the term of Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at be under no obligation to purchase Placement Shares on a price per share higher than the Maximum Price. For purposes hereof, “principal basis pursuant to this DB2/ 46767468.11

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance provisions of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this AgreementSection 5(a), the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of 415(a)(4) under the Securities Act, including without limitation sales limitation, (i)sales made directly on the New York Stock Exchange (the “NYSE”)Exchange, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With , and (ii) by any other method permitted by law and the prior consent rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent; provided, the Agent may also sell however, all sales of Placement Shares shall be conducted so as to qualify as a “public offering,” as those terms are used in privately negotiated transactionsRule 5635(d) of the Exchange listing rules. During the term of this Agreement and notwithstanding anything to Agreement, neither the contrary hereinAgent nor any of its affiliates or subsidiaries, shall, for their own respective accounts, engage in (i) any short sale of any security of the Company, (ii) any sale of any security of the Company that the Agent or such affiliate or subsidiary 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, the Agent agrees that in no event will it or any Agent Affiliate such affiliate or subsidiary, or (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization proprietary trading account or other trading activity with regard to otherwise for the Common Stock Agent (or the Series D Preferred Stock if such activity would be prohibited under Regulation M its affiliates’ or other anti-manipulation rules under the Securities Actsubsidiaries’) own account. Notwithstanding anything the foregoing, these restrictions shall not apply to the contrary herein, bona fide transactions executed by the Agent shall not sell shares on behalf and at the direction of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “any of its third-party customer accounts.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(rr), except as may be otherwise agreed upon by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(oo), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthof this Agreement, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, applicable Agent will (severally and not jointly) use its commercially reasonable efforts consistent with its customary normal trading and sales practices to sell on behalf of the Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under Agents (severally and not jointly) covenant and the Company acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable U.S. Securities Laws, the Exchange Act, all applicable Canadian Securities Laws (as defined below), and, if applicable, the respective rules of the Exchanges, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice Notice. The applicable Agent will (severally and not jointly) provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth forth: (i) the number of Placement Shares sold on such dayday (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE American, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, any other Canadian Marketplace, the compensation NYSE American, any other United States Marketplace and pursuant to any other sales method used by the Agents), (iii) the gross proceeds, (iv) the commissions payable by the Company to the Agent pursuant to Section 2 Agents with respect to such sales, and and (v) the Net Proceeds (as defined below) payable to the Company. The Agent Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law deemed that constitutes an “at the market distribution” under NI 44-102, including, without limitation, sales made directly on the Exchanges, or on any other Canadian Marketplace or United States Marketplace. Each of Cantor Xxxxxxxxxx & Co. and Scotia Capital (USA) Inc. (severally and not jointly) covenant and agree with the Company that it (i) shall not, directly or indirectly, advertise or solicit offers to be purchase or sell Placement Shares in Canada, and (ii) shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, Cantor Xxxxxxxxxx & Co. and Scotia Capital (USA) Inc. are not acting as an underwriter of or agent with respect to the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of Cantor Xxxxxxxxxx & Co. or Scotia Capital (USA) Inc. in their capacities as agents of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that either is acting as an underwriter of or agent with respect to the Placement Shares in the Canadian Qualifying Jurisdictions. Each of the Agents hereby covenants and agrees that, during the time an Agent is the recipient of a Placement Notice pursuant to Section 2 hereof that has not been suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Company against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Company acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. The Agents (severally and not jointly) covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-marketmarket distribution” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(aNI 44-102) below) engage or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in any market making, bidding, stabilization or other trading activity connection with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Actdistribution. Notwithstanding anything to the contrary hereinset forth in this Agreement or a Placement Notice, the Agent shall Company acknowledges and agrees that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agents will incur no liability or obligation to the Company or any other person or entity if they do not sell shares Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Company and as agent such Placement Shares as provided under this Section 3.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), the Agent upon the Company’s issuance receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Global Market, to sell such the Placement Shares up to the amount specifiedspecified in such Placement Notice, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities ActAct Regulations without limitation, including without limitation sales made directly on the New York Stock Exchange or through The Nasdaq Global Market (the “NYSEExchange”), on ) or any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. “Trading Day” means any day on which Common Stock and/or is traded on the Series D Preferred Stock or to or through a market makerExchange. With the prior consent Notwithstanding any other provision of the Companythis Agreement, the Agent may also Company shall not offer, sell or deliver, or request the offer or sale, of any Placement Shares in privately negotiated transactions. During the term of pursuant to this Agreement and notwithstanding anything and, by notice to the contrary hereinAgent given by telephone (confirmed promptly by email), shall cancel any instructions for the Agent agrees that in no event will it offer or sale of any Agent Affiliate (as defined in Section 9(a) below) engage in any market makingPlacement Shares, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, and the Agent shall not be obligated to offer or sell shares any Placement Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) at any time from and including the Series D Preferred Stock at date on which the Company shall issue a price per share higher than press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an “Earnings Announcement”) through and including the Maximum Price. For purposes hereoftime that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, “as the case may be, covered by such Earnings Announcement.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent Agent, acting under a Placement Notice Notice, will provide written confirmation to the Company (including by email correspondencecorrespondence to all the individuals from the Company set forth on Schedule 2), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent 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, including without limitation limitation, sales made directly on the New York Stock Exchange NYSE MKT LLC (the “NYSENYSE MKT”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) 10(a), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Trading Day” means any day on which shares of the Common Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted.

Sale of Placement Shares by the Agent. (a) Subject to the terms and conditions herein set forthof this Agreement, upon the CompanyCorporation’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, Agent will use its commercially reasonable efforts efforts, consistent with its customary normal trading and sales practices practices, to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice, subject to applicable rules and regulations, including the rules of Nasdaq. The Agent acting under a Placement Notice will provide written confirmation (by email correspondence to an individual set forth on Schedule 1) to the Company (including by email correspondence), Corporation no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which the Agent has made sales of Placement Shares have been made hereunder setting forth (i) the number of Placement Shares sold on such dayday (showing the number of Placement Shares sold on Nasdaq or on any other marketplace in the United States on which the Shares are then traded, reported or listed (a “United States Marketplace”) and pursuant to any other sales method used by the compensation Agent, including to or through a market maker), (ii) the price of the Placement Shares sold (showing the price of the Placement Shares sold on Nasdaq, a United States Marketplace and pursuant to any other sales method used by the Agent, including to or through a market maker), (iii) the gross proceeds of the Placement, (iv) the Placement Fee payable by the Company Corporation to the Agent pursuant to Section 2 with respect to such salessales (including the currency payable in respect thereof), and (v) the Net Proceeds (as defined below) payable to the CompanyCorporation. The Subject to the terms and conditions of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be that constitutes an “at-the-marketmarket offering” offering as defined in Rule 415 of under the Securities Act, including including, without limitation limitation, sales made directly on Nasdaq or United States Marketplace. The Agent covenants and agrees with the New York Stock Exchange Corporation that (the “NYSE”)i) it shall not, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock directly or indirectly, advertise or solicit offers to purchase or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactionsCanada, and (ii) it shall not sell Placement Shares on the TSXV or on any “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”). During For the term avoidance of this Agreement and notwithstanding anything to the contrary hereindoubt, the Agent is not acting as an underwriter of the Placement Shares in Canada and no action on the part of the Agent in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in Canada. (b) The Agent hereby covenants and agrees that, during the time the Agent is the recipient of a Placement Notice pursuant to Section ‎2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, the Agent will prudently and actively monitor the market’s reaction to trades made on any trading market on which the Shares are listed, reported or registered pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if the Agent has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the Agent will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agent cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. (c) The Agent covenants that it will not (nor will any Affiliate thereof or person or company acting jointly or in no event will it or any Agent Affiliate concert therewith), in connection with the distribution of Placement Shares in an “at-the-market offering” (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules Rule 415 under the Securities Act. ) in the United States, enter into any transaction that is intended to stabilize or maintain the market price of the Placement Shares or the Shares, including selling an aggregate number or principal amount of Placement Shares that would result in creating an over-allocation position in the Shares. (d) Notwithstanding anything to the contrary hereinset forth in this Agreement or a Placement Notice, the Corporation acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) provided it has observed and complied with the terms of any applicable Placement Notice, the Agent shall will incur no liability or obligation to the Corporation or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Corporation such Placement Shares as provided under this Section ‎3.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market LLC and the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), e-mail correspondence to each of the individuals of the Company set forth on Schedule 2 hereto) 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 of this Agreement with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a) of this Agreement) from the gross proceeds that it receives from such sales. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), Nasdaq or on any other existing trading market for the Common Stock and/or Stock. Subject to the Series D Preferred Stock or to or through a market maker. With the prior consent terms of the CompanyPlacement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including, but not limited to, in privately negotiated transactions, as shall be agreed by the Company and the Agent. During The Company acknowledges and agrees that (i) there can be no assurance that the term of this Agreement and notwithstanding anything Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the contrary herein, Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent agrees that in no event will it or any Agent Affiliate to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3 and (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Series D Preferred Stock at a price per share higher than Agent in the Maximum PricePlacement Notice. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

Sale of Placement Shares by the Agent. (a) Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, with an itemization of deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales, and the Net Proceeds (as defined below) payable to the Company. . (b) The Agent may sell hereby covenants and agrees not to make any sales of the Placement Shares on behalf of the Company, pursuant to this Agreement, other than 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, including without limitation sales made directly by means of ordinary brokers’ transactions between members of the NYSE Amex LLC (the “Exchange”) that qualify for delivery of a Prospectus (as defined in Section 6(a) below) to the Exchange in accordance with Rule 153 under the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (the “Securities Act”), (such transactions are hereinafter referred to as “At the Market Offerings”) For greater certainty, no Placement Shares will be sold on the New York Toronto Stock Exchange (the “NYSETSX”), ) or on other trading markets in Canada. (c) The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares and (ii) the Agent will not incur any liability or obligation to the Company or any other existing trading market for the Common Stock and/or the Series D Preferred Stock person or to or through a market maker. With the prior consent of the Company, the Agent may also entity if it does not sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, for any reason other than a failure by the Agent agrees that in no event will it or any Agent Affiliate (to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as defined in required under this Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price3. For the purposes hereof, “Trading Day” means any day on which Shares are purchased and sold on the principal exchange or market in the United States on which the Shares are listed or quoted.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Stock Market LLC and the Nasdaq Global Select Market (“NASDAQ”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), e-mail correspondence to each of the individuals of the Company set forth on Schedule 2) 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), NASDAQ or on any other existing trading market for the Common Stock and/or Stock. Subject to the Series D Preferred Stock or to or through a market maker. With the prior consent terms of the CompanyPlacement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including, but not limited to, in privately negotiated transactions, as shall be agreed by the Company and the Agent. During The Company acknowledges and agrees that (i) there can be no assurance that the term of this Agreement and notwithstanding anything Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the contrary herein, Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent agrees that in no event will it or any Agent Affiliate to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3 and (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Series D Preferred Stock at a price per share higher than Agent in the Maximum PricePlacement Notice. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthof this Agreement, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices to sell on behalf of the Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges that the Agent acting under will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States state and federal securities laws, including, the United States Securities Act of 1933, as amended (the “Securities Act”), and the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all applicable Canadian Securities Laws (as defined below), and, the rules of the Nasdaq Global Select Market (“NASDAQ”) and Toronto Stock Exchange (“TSX”) and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice Notice. The Agent will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth (i) the number of Placement Shares sold on such day, (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on NASDAQ, any other United States Marketplace and pursuant to any other sales method used by the Agent), (iii) the gross proceeds, (iv) the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and (v) the Net Proceeds (as defined below) payable to the Company. The Subject to the terms and conditions of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be that constitutes an “at-the-marketmarket distribution” offering as defined in under National Instrument 44-102 – Shelf Distributions (“NI 44-102”) and an “at-the-market offering” under Rule 415 of under the Securities Act, including including, without limitation limitation, sales made directly on the New York Stock Exchange NASDAQ (the “NYSEPrincipal Trading Market”), on any other existing trading market for the Common Stock and/or Shares solely in the Series D Preferred Stock United States (it being expressly acknowledged by both parties that no sales shall be made on the TSX or any other Canadian trading market) or to or through a market makermaker in the United States. With the prior consent of the Company, In no event will the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement Agreement, and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) of its affiliates engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock Shares if such activity would be prohibited under Regulation M under the Exchange Act or other anti-manipulation rules under the Securities ActAct or under NI 44-102. Notwithstanding anything to the contrary hereinset forth in this Agreement or a Placement Notice, the Company acknowledges and agrees that (i) there can be no assurance that the Agent shall will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Series D Preferred Stock at a price per share higher than the Maximum PriceCompany and as agent such Placement Shares as provided under this Section 3. For the purposes hereof, “Trading Day” means any day on which the Principal Trading Market is open for trading.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section ‎5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section ‎2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Select Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice (but subject always to the terms of the applicable Placement Notice), the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock Ordinary Shares or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions or in block transactions. During Notwithstanding the term provisions of this Agreement Section ‎6(ss), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Ordinary Shares are purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the prices at which such Placement Shares were sold, the gross proceeds from such sales, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 415(a)(4) of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the The Agent may also sell Placement Shares on behalf of the Company in privately negotiated transactionsits capacity as agent of the Company as shall be agreed by the Company and the Agent in writing. During The Company acknowledges and agrees that (i) there can be no assurance that the term of this Agreement Agent will be successful in selling Placement Shares, and notwithstanding anything (ii) the Agent will incur no liability or obligation to the contrary herein, Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent agrees that in no event will it or any Agent Affiliate (to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as defined in required under this Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of the Series D Preferred Stock at a price per share higher than the Maximum Price3. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forthof this Agreement, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, applicable Agent will (severally and not jointly) use its commercially reasonable efforts consistent with its customary normal trading and sales practices to sell on behalf of the Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under Agents (severally and not jointly) covenant and the Company acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable U.S. Securities Laws, the Exchange Act, all applicable Canadian Securities Laws (as defined below), and, if applicable, the respective rules of the Exchanges, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice Notice. The applicable Agent will (severally and not jointly) provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth forth: (i) the number of Placement Shares sold on such dayday (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE American, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, any other Canadian Marketplace, the compensation NYSE American, any other United States Marketplace and pursuant to any other sales method used by the Agents), (iii) the gross proceeds, (iv) the commissions payable by the Company to the Agent pursuant to Section 2 Agents with respect to such sales, and and (v) the Net Proceeds (as defined below) payable to the Company. The Agent Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law deemed that constitutes an “at the market distribution” under NI 44-102, including, without limitation, sales made directly on the Exchanges, or on any other Canadian Marketplace or United States Marketplace. Each of Cantor Fxxxxxxxxx & Co. and Scotia Capital (USA) Inc. (severally and not jointly) covenant and agree with the Company that it (i) shall not, directly or indirectly, advertise or solicit offers to be purchase or sell Placement Shares in Canada, and (ii) shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, Cantor Fxxxxxxxxx & Co. and Scotia Capital (USA) Inc. are not acting as an underwriter of or agent with respect to the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of Cantor Fxxxxxxxxx & Co. or Scotia Capital (USA) Inc. in their capacities as agents of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that either is acting as an underwriter of or agent with respect to the Placement Shares in the Canadian Qualifying Jurisdictions. Each of the Agents hereby covenants and agrees that, during the time an Agent is the recipient of a Placement Notice pursuant to Section 2 hereof that has not been suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Company against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Company acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. The Agents (severally and not jointly) covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-marketmarket distribution” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(aNI 44-102) below) engage or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in any market making, bidding, stabilization or other trading activity connection with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Actdistribution. Notwithstanding anything to the contrary hereinset forth in this Agreement or a Placement Notice, the Agent shall Company acknowledges and agrees that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agents will incur no liability or obligation to the Company or any other person or entity if they do not sell shares Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Series D Preferred Stock at a price per share higher than the Maximum Price. For purposes hereof, “Company and as agent such Placement Shares as provided under this Section 3.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(pp), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE American LLC (the “Exchange”), to sell such the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, provided that the Agent may also shall not sell Placement Shares in privately negotiated transactionsCanada or over the facilities of the Toronto Stock Exchange (“TSX”). “Trading Day” means any day on which shares of Common Shares are purchased and sold on the Exchange. During the term of this Agreement and notwithstanding anything to Agreement, neither the contrary hereinAgent nor any of its affiliates or subsidiaries shall, for their own account, engage in (i) any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent 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, the Agent. Neither the Agent agrees that in no event will it nor any of its affiliates or any Agent Affiliate (as defined in Section 9(a) below) subsidiaries shall engage in any market making, bidding, stabilization proprietary trading or other trading activity with regard to for the Common Stock Agent’s (or the Series D Preferred Stock if such activity would be prohibited under Regulation M its affiliates’ or other anti-manipulation rules under the Securities Actsubsidiaries’) own account. Notwithstanding anything the foregoing, these restrictions shall not apply to the contrary herein, bona fide transactions executed by the Agent shall not sell shares in the furtherance of the Series D Preferred Stock distribution contemplated hereunder or on behalf and at a price per share higher than the Maximum Pricedirection of any third party customer accounts. For purposes hereof, “The Agent agrees and acknowledges that it will not solicit any offers to sell the Placement Shares from persons resident in any province or territory of Canada or from any person acquiring such Placement Shares for the benefit of another person resident in any province or territory of Canada.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(uu), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 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 the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice and the terms and conditions set forth herein, the Agent may sell agrees that (i) all sales of Placement Shares by any method permitted the Agent 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 ActAct Regulations, including without limitation limitation, sales made directly on the New York Stock Exchange (the “NYSE”)Exchange, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker, by means of ordinary brokers’ transactions that qualify for delivery of a Prospectus to the Exchange in accordance with Rule 153 under the Securities Act Regulations (such transactions are hereinafter referred to as “At the Market Offerings”) and (ii) any other sales of the Placement Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent. With The Agent covenants and agrees that it shall not engage in a sale of Placement Shares on the Company’s behalf that would constitute the sale of a “block” under Rule 10b-18(a)(5) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act without the Company’s prior consent written consent. Subject to the previous sentence, the Company acknowledges and agrees that in the event a sale of Placement Shares on behalf of the Company would constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “ distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Agent reasonably believes it may be deemed an “ underwriter” under the Securities Act in a transaction that is not an At the Market Offering and the Company consents to such sale, the Company will provide to the Agent, at the Agent’s request and upon reasonable advance notice to the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything on or prior to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate Settlement Date (as defined in Section 9(a) below) engage in any market makingfor such transaction, biddingthe opinions of counsel, stabilization or accountants’ letters and officers’ certificates pursuant to Section 7 hereof, each dated the Settlement Date, and such other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, documents and information as the Agent shall not sell shares reasonably request. Solely with respect to such sales that would constitute a “block” or a “distribution,” the Agent shall use commercially reasonable efforts to assist the Company in obtaining performance of its obligations by each purchaser whose offer to purchase Placement Shares has been solicited by the Series D Preferred Stock at a price per share higher than Agent and accepted by the Maximum PriceCompany. For purposes hereof, “

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock Ordinary Shares or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(tt), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Ordinary Shares is purchased and sold on Nasdaq. The Company acknowledges and agrees that the Agent has informed the Company that the Agent may, if and to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Ordinary Shares for its own account while this Agreement is in effect; provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent the Agent may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Agent, except as may be otherwise agreed by the Company and the Agent.

Sale of Placement Shares by the Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, including Section 5(c), upon the CompanyAgent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (“Nasdaq”) to sell such Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence)correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) 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 have been made hereunder setting forth the number or amount of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to the Agent pursuant to Section 2 with respect to such sales, Placement Shares sold and the Net Proceeds (as defined below) payable to the Company. The Unless otherwise specified by the Company in a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at-the-marketat the market offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)or through Nasdaq, on or through any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With If expressly authorized by the prior consent of the CompanyCompany (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During Notwithstanding the term provisions of this Agreement Section 6(ss), except as may be otherwise agreed by the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary hereinAgent, the Agent shall not purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and the Agent enter into a separate written agreement setting forth the terms of such sale. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell shares Placement Shares for any reason other than a failure by the Agent to 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 to sell such Placement Shares as required under this Agreement and (iii) the Series D Preferred Stock at Agent shall be under no obligation to purchase Placement Shares on a price per share higher than principal basis pursuant to this Agreement unless the Maximum PriceCompany and the Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the The Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary 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 such the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), ) 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 have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. The Subject to the terms of the Placement Notice, the Agent 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 ActAct Regulations, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)Exchange, on any other existing trading market for the Common Stock and/or the Series D Preferred Stock Shares or to or through a market maker. With Subject to the prior consent terms of the Companya Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactionstransactions with the Company’s prior written consent. During The Company acknowledges and agrees that (i) there can be no assurance that the term of Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(aiii) below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to the contrary herein, the Agent shall not sell shares of be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Series D Preferred Stock at a price per share higher than Agent and the Maximum PriceCompany. For purposes hereof, “Trading Day” means any day on which Common Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. (a) Subject to the terms and conditions herein set forth, upon the Company’s 's issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its customary trading and sales practices to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent acting under a Placement Notice will provide written confirmation to the Company (including by email correspondence), no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which sales of Placement Shares have been made hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Agent 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, including without limitation sales made directly on the New York Stock Exchange NYSE MKT LLC (the “NYSE”"Exchange"), on any other existing trading market for the Common Stock and/or the Series D Preferred Stock or to or through a market maker. With the prior consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a) ), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. Notwithstanding anything to For the contrary hereinpurposes hereof, the Agent shall not sell "Trading Day " means any day on which shares of the Series D Preferred Common Stock at a price per share higher than are purchased and sold on the Maximum Price. For purposes hereof, “principal market on which the Common Stock is listed or quoted.