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.

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 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 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 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 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, 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 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 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 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 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 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 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, 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 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. 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, 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 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. 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 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 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 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 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. (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, 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 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 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 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 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 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, 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 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. 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 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 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”)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 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 the Maximum PricePlacement Notice. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

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 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. (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. (a) 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 NYSE American (the “NYSE American”) 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 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 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 under the U.S. Securities Act, including without limitation sales made directly on through the New York Stock Exchange (the “NYSE”)NYSE American, on any other existing trading market for the Common Stock and/or Shares in the Series D Preferred Stock United States or to or through a market maker. With For clarity, Placement Shares shall, subject to the prior consent following sentence, be sold at market prices prevailing at the time of sale. If expressly authorized by the CompanyCompany in a Placement Notice, and subject to applicable regulatory approvals, the Agent may also sell Placement Shares in privately negotiated transactions. During transactions in the term United States, subject to any required pre-clearance of this Agreement any such transactions by the NYSE American 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 ActTSX. Notwithstanding anything to the contrary hereinprovisions of Section 6(nn), 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 Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted in the United States.

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 agrees that is not acting as an underwriter of the Placement Shares in Canada and 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 action on 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, part of the Agent shall not sell shares in its capacity as an agent of the Series D Preferred Stock at a price per share higher than offering of the Maximum Price. For purposes hereof, “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.

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 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 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(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 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 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 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 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. 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 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, 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 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. 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. 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 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 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 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 . Notwithstanding 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 provision of the Companythis Agreement, 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 shares of Common Stock 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 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 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(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 (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 a will notify the Company of the bids received for Placement Shares in compliance with the terms of the Placement Notice will provide written confirmation to the Company (an “Agent Notification”) (including by email correspondence), no later than the opening correspondence to each of the Trading Day (as defined below) immediately following individuals of the Trading Day 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 sales of the Placement Shares have been made hereunder setting forth would be purchased, the counterparty/parties bidding for such Placement Shares and the number of Placement Shares sold on to be placed with such daycounterparty/parties and shall be accompanied by an e-mail confirmation, in the compensation payable by form set forth in Schedule 4 hereto, of a representative of each bidding party confirming that such bidding party falls within one of the Company to categories identified in the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds Investor Letter (as defined below) payable to ). Unless otherwise specified by the Company. 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-marketat the market offering” offering as defined in Rule 415 of 415(a)(4) under the Securities Act, including without limitation block transactions, sales made directly on the New York Stock Exchange (the “NYSE”), 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 Common Stock and/or limits and conditions set forth by the Series D Preferred Stock or to or through a market maker. With the prior consent 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 also sell Placement Shares in privately negotiated transactions. During 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 Price. For purposes hereof, “Company and the Agent enter into a separate written agreement setting forth the terms of such sale.

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 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(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 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(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 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(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 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 Price. For purposes hereofAgent 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

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” or “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 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 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 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, accountant’s letter and officers’ certificates set forth in Section 8 hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request. 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 “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 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 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 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 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. 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, accountant’s letter and officers’ certificates set forth in Section ‎8. hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request. 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”)or through Nasdaq, or 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 (including in a Placement Notice), the Agent may also sell Placement Shares in privately negotiated transactions. During The Agent shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the term of 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 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 Placement Shares on a principal basis pursuant to this Agreement unless the Company and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any Agent Affiliate (as defined in Section 9(a) below) engage in any day on which the Company’s Common Stock is purchased and sold on the principal market making, bidding, stabilization or other trading activity with regard to on which the Common Stock is listed or the Series D Preferred Stock if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Actquoted. Notwithstanding anything any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Placement Shares pursuant to this Agreement and, by notice to the contrary hereinAgent given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Placement Shares, 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 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 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 NYSE American (the “Exchange”), to sell such the Placement Shares up to the amount number specified, and otherwise in accordance with the terms of such Placement NoticeNotice only in the United States. 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, sales and the Net Proceeds (as defined below) payable to the Company. 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 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 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. 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 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. 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 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 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 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 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 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 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. 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(iii), 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 to (iii) 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 Designated 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 Designated Agent and the Company in writing and expressly set forth in a price per share higher than the Maximum PricePlacement Notice. For the purposes hereof, “Trading Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

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 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 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 forthprovisions of this Agreement, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein in a Placement Notice has been declined, suspended, canceled 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 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 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 transactions, subject to prior written consent by the Company. During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that in no event will it or “Trading Day” means 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 day on which Common Stock or is traded on 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, “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 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 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. 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 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(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. (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, as agent for the period specified in the Placement NoticeCompany, 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”), for the period specified in the Placement Notice, to sell such Placement Shares up to the amount specifiedspecified by the Company in, and otherwise in accordance with the terms of such Placement Notice. The With respect to each sale of Placement Shares hereunder, the Agent acting under a Placement Notice will provide written confirmation to the Company (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) 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 permitted 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-at the market” offering as defined in Rule 415 of under the Securities Act, including without limitation sales made directly on the New York Stock Exchange (the “NYSE”)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 an applicable Placement Notice, the Agent may also sell Placement Shares in privately negotiated transactions. During the term of this Agreement and notwithstanding anything Subject to the contrary herein, the Agent agrees that in no event will it or any Agent Affiliate (as defined in Section 9(a3(c) 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 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 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 and the rules of the Series D Preferred Stock at a price per share higher than the Maximum PriceNasdaq to sell such Placement Shares as required under this Section 3. For the purposes hereof, “

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 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, 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 ActAct Regulations, 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 Stock. Subject to the Series D Preferred Stock or to or through terms of a market maker. With the prior consent 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 transactionstransactions and sales made to or through a market maker, each subject to the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange. During the term of this Agreement and notwithstanding anything to the contrary hereinAgreement, the Agent agrees that shall not, directly or indirectly, engage in no event will it or (i) any Agent Affiliate (short sale of any security of the Company, as defined in Section 9(aRegulation SHO, (ii) belowany sale of any security of the Company that the Agent does not own or any sale that is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent or (iii) 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, in each case, if such activity would be prohibited under Regulation M (as defined below) or other anti-manipulation rules under the Securities Act. Notwithstanding anything , the Securities Act Regulations, or any other law or regulation applicable 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 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 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 PriceNYSE. For purposes hereofOn any Trading Day, “the Company shall sell Placement Shares only through one of (i) the Agent or (ii) one of the Alternative Agents.

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 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.