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

Sale of Placement Shares by the Agents. Subject to the terms and conditions of this Agreement, each Agent, at any time it is a Designated Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, and regulations and the rules of Nasdaq, Inc. (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Designated 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 sold Placement Shares 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 for 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. Subject to the terms of the Placement Notice, Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms of a Placement Notice, the Designated Agent may also sell Placement Shares by any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange.

Sale of Placement Shares by the Agents. Subject to the terms and conditions of this Agreement, each Agent, at any time it is a Designated Agent, for the period specified in the a Placement Notice, the Designated Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. NYSE 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 Designated Agent will provide written confirmation to the Company 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 sold made sales of Placement Shares hereunder, 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 for 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. Subject to the terms of the a Placement Notice, the Designated Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) 415 of the Securities Act Regulations, including sales made directly on Act. Notwithstanding the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms provisions of a Placement NoticeSection 6(jj), the Designated Agent may also sell shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by any other method permitted by law, including the Company in privately negotiated transactions, with the Company’s consenta Placement Notice. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange. During the term of this Agreement, neither the Agents 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 such 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, such Agent or (iii) any proprietary trading or trading for such Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding the foregoing, these restrictions shall not apply to bona fide transactions executed by an Agent on behalf and at the direction of any third party customer accounts.

Sale of Placement Shares by the Agents. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is Designated Agent that receives a Designated AgentPlacement Notice, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. (the “Exchange”)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 Each Designated 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 sold made sales of Placement Shares hereunder, 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 for 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. Subject to the terms of the Placement Notice, the Designated Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange Nasdaq Global Market (the “Exchange”) or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Designated Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law. Notwithstanding the foregoing, including no sale may be made in a privately negotiated transactions, with transaction by the Designated Agent pursuant to this Agreement without the prior written consent of the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agents. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is the Designated Agent that receives a Designated AgentPlacement Notice, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. (the “Exchange”)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 Designated 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 sold made sales of Placement Shares hereunder, 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 for 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. Subject to the terms of the Placement Notice, the Designated Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) of the Securities Act Regulations, including sales made directly on or through The Nasdaq Capital Market (the Exchange “Exchange”) or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Designated Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agents. Subject to the terms and conditions of this Agreement, each Agent, at any time it is a Designated Agent, for the period specified in the a Placement Notice, the Designated Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. the New York Stock Exchange (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 Designated 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 sold made sales of Placement Shares hereunder, 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 for 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. Subject to the terms of the Placement Notice, Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms of a Placement Notice, the Designated Agent may also sell Placement Shares by in ordinary brokers’ transactions (whether or not solicited), to or through a market maker, 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 method permitted by lawmarket venue where the securities may be traded, including in the over-the-counter market, in privately negotiated transactions, with in transactions that are deemed to be “at the Company’s consentmarket offerings” as defined in Rule 415 under the Securities Act or through a combination of any such methods of sale. “Trading Day” means any day on which Common Stock is Shares are purchased and sold on the Exchange.

Sale of Placement Shares by the Agents. Subject to the terms and conditions of this Agreement, each Agent, at any time it is a Designated Agent, for the period specified in the a Placement Notice, the Designated Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. The Nasdaq Global Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Designated 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 sold made sales of Placement Shares hereunder, 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 for with respect to such salessales through the Designated Agent acting as sales agent pursuant to this Agreement, 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. Subject to the terms of the a Placement Notice, the Designated Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) 415 of the Securities Act RegulationsAct. Notwithstanding the foregoing, including sales no sale may be made directly on the Exchange or on any other existing trading market for the Common Stock, to or through in a market maker or directly to the Placement Agent as principal in privately negotiated transactions. Subject to the terms of a Placement Notice, transaction by the Designated Agent may also sell Placement Shares by any other method permitted by law, including in privately negotiated transactions, with pursuant to this Agreement without the prior written consent of the Company’s consent. “Trading Day” means any day on which Common Stock is Ordinary Shares are purchased and sold on the Exchange.

Sale of Placement Shares by the Agents. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is a the Designated Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. the New York Stock Exchange (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 Designated 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 sold made sales of Placement Shares hereunder, 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 for 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. Subject to the terms of the Placement NoticeNotice and the terms of this Agreement, the Designated Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange or on any other existing trading market for the Common Stock, to Stock or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Noticesuch prevailing market prices, the Designated Agent may also sell Placement Shares by and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agents. (a) Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is a the Designated Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. the Nasdaq Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of such Placement Notice. The Designated 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 sold made sales of Placement Shares hereunder, 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 for 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. Subject to the terms of the Placement Notice, the Designated Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) under the Securities Act. (b) During the term of this Agreement, no Agent nor an affiliate purchaser of an Agent (as such term is defined in Regulation M) shall, directly or indirectly, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that such 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, such Agent or (iii) any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities, in each case if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act Regulationsor Exchange Act. Notwithstanding the foregoing, including sales made directly these restrictions shall not apply to bona fide transactions executed by each Agent on behalf and at the Exchange or on direction of any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms of a Placement Notice, the Designated Agent may also sell Placement Shares by any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchangethird party customer accounts.

Sale of Placement Shares by the Agents. Subject to the terms and conditions of this Agreement, each Agent, at any time it is a Designated the Agent, for the period specified in the a Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. such national securities exchange that the Company’s Placement Shares are listed on (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Designated 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 sold made sales of Placement Shares hereunder, hereunder setting forth the (i) number of Placement Shares sold on such day, (ii) the volume weighted average price at which such Placement Shares were sold, (iii) gross proceeds from such sales, (iv) compensation payable by the Company to the Designated Agent pursuant to Section 2 for with respect to such sales, and the (v) 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. Subject to the terms of the a Placement Notice, the Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) 415 of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms of a Placement Notice, the Designated Agent may also sell Placement Shares by any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold on the Exchange.

Sale of Placement Shares by the Agents. Subject to the terms and conditions provisions of this AgreementSection 5(a), each Agent, at any time it is Designated Agent that receives a Designated AgentPlacement Notice, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. (the “Exchange”)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 Each Designated 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 sold made sales of Placement Shares hereunder, 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 for 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. Subject to the terms of the Placement Notice, the Designated Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the Exchange Nasdaq Capital Market (the “Exchange”) or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject transactions at market prices prevailing at the time of sale or at prices related to the terms of a Placement Notice, the Designated Agent may also sell Placement Shares by such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions, with the Company’s consent. “Trading Day” means any day on which Common Stock is purchased and sold traded on the Exchange.

Sale of Placement Shares by the Agents. Subject to the terms and conditions of this Agreement, each Agent, at any time it is a Designated Agent, for the period specified in the a Placement Notice, the Designated Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules, rules and regulations and the rules of Nasdaq, Inc. the Nasdaq Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specifiedspecified in, and otherwise in accordance with the terms of of, such Placement Notice. The Designated 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 sold made sales of Placement Shares hereunder, 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 for 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. Subject to the terms of the a Placement Notice, the Designated Agent may sell Placement Shares may be sold hereunder by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415(a)(1)(x) and 415(a)(4) of the Securities Act Regulations, including sales made directly on the Exchange or on any other existing trading market for the Common Stock, to or through a market maker or directly to the Placement Agent as principal in negotiated transactions. Subject to the terms of a Placement Notice, the Designated Agent may also sell Placement Shares by any other method permitted by law, including in privately negotiated transactions, with the Company’s consentAct. “Trading Day” means any day on which Common Stock is Ordinary Shares are purchased and sold on the Exchange. Except as provided for in Section 7(h) herein, nothing herein restricts, prohibits or limits the ability of the Company from engaging in the committed equity facility established under the Ordinary Shares purchase agreement, dated as of August 8, 2023, by and between the Company and B. Xxxxx Principal Capital II, LLC, as such agreement may be amended, supplemented, modified, restated or replaced from time to time (the “Committed Equity Facility”).