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

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market, to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) 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. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketCapital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange or any other existing trading market for the Common StockADSs, 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 foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is ADSs are traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketNYSE American, LLC (the “Exchange”), to sell the Placement Shares on the Exchange or any other existing nationally recognized trading market for the Common Shares in the United States up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company to each of the individuals set forth on Schedule 3 no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange or any other existing trading market for the Common StockShares in the United States, 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 foregoing, no sale may be made law and in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Companycompliance with all applicable laws. “Trading Day” means any day on which Common Stock is Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketGlobal Select Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange 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. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketMarket (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange or any other existing trading market for the Common StockShares, in negotiated transactions (with the prior written consent of the Company) 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 foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is the Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a‎5(a), the Agent upon receipt of a Placement Notice, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the The Nasdaq Stock Global Select Market, to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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 ‎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(b‎5(b)) from the gross proceeds that it receives from such sales. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the The Nasdaq Global Select Market (the “Exchange”) 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. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketCapital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange 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. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketGlobal Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange or any other existing trading market for the Common StockOrdinary 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 foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is Ordinary Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. (a) Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketNASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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 offeringat-the-market” offering as defined in Rule 415(a)(4) 415 of the Securities Act Regulations, including without limitation sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) or , on any other existing trading market for the Common StockStock or to or through a market maker. Subject to the terms of a Placement Notice, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or Agent may also sell Placement Shares by any other method permitted by law. Notwithstanding the foregoing, no sale may be made including but not limited to in a privately negotiated transaction by the Agent pursuant transactions, subject to this Agreement without the prior written consent of by the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. (a) Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketMarket (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including without limitation sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) or , on any other existing trading market for the Common StockStock or to or through a market maker. Subject to the terms of a Placement Notice, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or Agent may also sell Placement Shares by any other method permitted by law. Notwithstanding the foregoing, no sale may be made including but not limited to in a privately negotiated transaction by the Agent pursuant transactions, subject to this Agreement without the prior written consent of by the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. (a) Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketGlobal Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, day of 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. 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(a)(4) 415 of the Securities Act Regulations, including without limitation sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) or , on any other existing trading market for the Common StockStock or to or through a market maker. Subject to the terms of a Placement Notice, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or Agent may also sell Placement Shares by any other method permitted by law. Notwithstanding the foregoing, no sale may be made including but not limited to in a privately negotiated transaction by the Agent pursuant transactions, subject to this Agreement without the prior written consent of by the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketNYSE American, LLC (the “Exchange”), to sell the Placement Shares on the Exchange or any other existing nationally recognized trading market for the Common Shares in the United States up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company to each of the individuals set forth on Schedule 3 no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange or any other existing trading market for the Common StockShares in the United States, 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 foregoing, no sale may be made law and in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Companycompliance with all applicable laws. “Trading Day” means any day on which Common Stock is Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. (a) Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq The NASDAQ Stock Market, LLC (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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 offeringmarket” offering as defined in Rule 415(a)(4) 415 of the Securities Act Regulations, including without limitation sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) or , on any other existing trading market for the Common StockStock or to or through a market maker. Subject to the terms of a Placement Notice, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or Agent may also sell Placement Shares by any other method permitted by law. Notwithstanding the foregoing, no sale may be made including but not limited to in a privately negotiated transaction by transactions with the Agent pursuant to this Agreement without Company’s consent; provided, however, that any such transactions shall be in compliance with the prior written consent rules of the CompanyExchange, including without limitation NASDAQ Listing Rule 5635. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. (a) Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketMarket (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange 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. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketGlobal Market (the “Nasdaq”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. Subject to the terms of the Placement NoticeNotice and the terms of this Agreement, 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) 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. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the ExchangeNasdaq.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketGlobal Select Market (the “Exchange”), to sell the Placement Shares up to the number or amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange or any other existing trading market for the Common StockShares, 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 foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is Shares are traded on the Exchange.

Sale of Placement Shares by the Agent. (a) Subject to the provisions terms and conditions of Section 5(a)this Agreement, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market (the Nasdaq Stock Market“Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. Subject to the terms of the a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market offeringat-the-market” offering as defined in Rule 415(a)(4) 415 of the Securities Act RegulationsAct, including without limitation sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) or , on any other existing trading market for the Common StockStock or to or through a market maker. Subject to the terms of a Placement Notice, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or Agent may also sell Placement Shares by any other method permitted by law. Notwithstanding law and the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is traded purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. (a) Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market, to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Capital Market (the “Exchange”) 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. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the The Nasdaq Stock MarketMarket LLC (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange 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. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. a. Subject to the provisions terms and conditions of Section 5(a)this Agreement, for the period specified in the a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Global Market (the Nasdaq Stock Market“Nasdaq”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. Subject to the terms of the a 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(a)(4) of the Securities Act Regulations415, including sales without limitation by means of ordinary brokers’ transactions made directly on or through the Nasdaq Global Select Market (the “Exchange”) or Nasdaq, on any other existing trading market for the Common StockStock or to or through a market maker. Subject to the terms of a Placement Notice, in with the Company’s consent the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to negotiated transactions or otherwise at market prices prevailing at the time of sale or sale, at prices related to such prevailing market prices and/or any other method permitted by law. Notwithstanding the foregoing, no sale may be made in a privately or at negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Companyprices. “Trading Day” means any day on which Common Stock is traded purchased and sold on the ExchangeNasdaq.

Sale of Placement Shares by the Agent. (a) Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketNASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange 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. Notwithstanding the foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market, to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) or any other existing trading market for the Common Preferred 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 foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Preferred Stock is traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions terms and conditions of Section 5(a)this Agreement, the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketNASDAQ Global Market(the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares 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. Subject to the terms of the Placement Notice, the Agent may sell agrees that all sales of Placement Shares by any method the Agent will be made only by methods permitted by law and deemed to be an “at the market offeringmarket” offering as defined in Rule 415(a)(4) 415 of the Securities Act Regulations, including without limitation sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) or , on any other existing trading market for the Common StockStock or to or through a market maker. Subject to the terms of a Placement Notice, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or Agent may also sell Placement Shares by any other method permitted by law. Notwithstanding the foregoing, no sale may be made including but not limited to in a privately negotiated transaction by the Agent pursuant transactions subject to this Agreement without the prior written consent of approval by the Company. “Trading Day” means any day on which Common Stock is traded are purchased and sold on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketNYSE American, LLC (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the average price realized, 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. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares may be offered and sold by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange or any other existing trading market for the Common StockStock in the United States, 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 foregoing, no sale may be made in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock is Stocks are traded on the Exchange.

Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock MarketNASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. 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 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. 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(a)(4) of the Securities Act Regulations, including sales made directly on or through the Nasdaq Global Select Market (the “Exchange”) Exchange or any other existing trading market for the Common StockOrdinary 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 foregoing, no sale may be made The Agent shall not sell Placement Shares in a privately negotiated transaction by the Agent pursuant to this Agreement without the prior written consent of the Company. “Trading Day” means any day on which Common Stock Ordinary Shares is traded on the Exchange.