Open Market Sale Agreement Sample Contracts

OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • November 13th, 2024 • Palladyne AI Corp. • Services-prepackaged software • New York

Palladyne AI Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).

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OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • August 26th, 2024 • Icahn Enterprises L.P. • Motor vehicle parts & accessories • New York

Icahn Enterprises L.P., a Delaware limited partnership (the “Company”), proposes to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), the Company’s depositary units representing limited partner interests (the “Depositary Units”), having an aggregate offering price of up to the Maximum Program Amount subject to the terms and conditions set forth in this agreement (this “Agreement”).

OPEN MARKET SALE AGREEMENT
Open Market Sale Agreement • August 23rd, 2024 • Trinity Capital Inc. • New York
OPEN MARKET SALE AGREEMENT
Open Market Sale Agreement • October 13th, 2016 • National Storage Affiliates Trust • Real estate investment trusts • New York
OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • August 26th, 2016 • Ardmore Shipping Corp • Deep sea foreign transportation of freight • New York
PROSPECTUS SUPPLEMENT
Open Market Sale Agreement • May 17th, 2024

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and the securities offered hereby, and also adds to and updates information contained in the accompanying prospectus and the documents incorporated into each by reference. The second part is the accompanying prospectus, which provides more general information, some of which may not apply to this offering of common stock. This prospectus supplement is deemed to be incorporated by reference into the accompanying prospectus solely for the purpose of this offering. When we refer only to the “prospectus,” we are referring to both parts combined.

OPEN MARKET SALE AGREEMENT1
Open Market Sale Agreement • November 13th, 2023 • Carrols Restaurant Group, Inc. • Retail-eating places • New York

The entity listed on Schedule I hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to (i) sell from time to time to or through Jefferies LLC, as sales agent and/or principal (in such capacity, the “Agent”), shares of the common stock, par value $0.01 per share (the “Common Shares”), of Carrols Restaurant Group, Inc., a Delaware corporation (the “Company”) on the terms set forth in this Agreement and (ii) enter into Forwards (as defined below) with Jefferies LLC (in its capacity as a party to the Forward, the “Forward Purchaser”), in connection with which the Forward Purchaser may sell Forward Hedge Shares (as defined below) hereunder. The maximum number of Common Shares that the Selling Stockholder may sell in the aggregate (including through Forwards) under this Agreement shall be 14,407,755 Common Shares (the “Maximum Selling Stockholder Amount”). The Selling Stockholder agrees that whenever it determines to s

OCULAR THERAPEUTIX, INC. Shares of Common Stock (par value $0.0001 per share) Open Market Sale AgreementSM
Open Market Sale Agreement • August 9th, 2021 • Ocular Therapeutix, Inc • Pharmaceutical preparations • New York

Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Jefferies LLC (the “Agent”), as follows:

Up to $100,000,000
Open Market Sale Agreement • February 9th, 2024

We have previously entered into an Open Market Sale Agreement SM, or Sales Agreement, with Jefferies LLC, or Jefferies, relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock from time to time through Jefferies acting as our agent. We previously filed with the Securities and Exchange Commission a separate prospectus supplement, dated May 19, 2022, for the offer and sale of up to $100.0 million of our common stock pursuant to the Sales Agreement, or the May 2022 Prospectus Supplement, under a shelf registration statement on Form S-3, as amended (Registration No. 333-255014). As of the date of this prospectus supplement, we have sold $70,725,847.70 of our common stock pursuant to the Sales Agreement under the May 2022 Prospectus Supplement. An additional $100.0 million of our common stock are being offered by this prospectus supplement pursuant to the Sales Agreeme

PROSPECTUS SUPPLEMENT (To Prospectus dated July 31, 2024)
Open Market Sale Agreement • September 11th, 2024

We have entered into an Open Market Sale AgreementSM, or the Sales Agreement, with Jefferies LLC, or Jefferies, dated August 6, 2024, relating to our common shares offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our common shares having an aggregate offering price of up to $80,000,000 from time to time through Jefferies, acting as our sales agent.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-237588
Open Market Sale Agreement • August 7th, 2020 • New York

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to and updates information contained in the accompanying prospectuses and the documents incorporated by reference into this prospectus supplement and the accompanying prospectuses. The second part, the accompanying prospectuses dated May 1, 2020 and January 17, 2018, including the documents incorporated by reference therein, provide more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectuses or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or SEC, before the date of this prospectus supplement, on the other hand, you should rely on the infor

30,000,000 of Ordinary Shares BeyondSpring Inc.
Open Market Sale Agreement • December 14th, 2020

This document is called a prospectus and is part of a Registration Statement that we filed with the Securities and Exchange Commission, or the SEC, using a □shelf□ registration process. Under this process we may, from time to time, offer and sell, in one or more offerings, up to 5,000,000 of our ordinary shares. The offer and sale of securities under this prospectus may be made from time to time, in one or more offerings, in any manner described under the section in this prospectus entitled □Plan of Distribution.□

OPEN MARKET SALE AGREEMENT
Open Market Sale Agreement • September 2nd, 2022 • Ardmore Shipping Corp • Deep sea foreign transportation of freight • New York
AMENDED AND RESTATED AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • August 11th, 2021 • Morphic Holding, Inc. • Pharmaceutical preparations • New York

This amended and restated Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”), which amends and restates the amendment No. 1 to the Open Market Sale Agreementsm dated as of August 4, 2021 (the “Original Amendment”), is entered into as of the date first written above by Morphic Holding, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (“Agent”), that are parties to that certain Open Market Sale AgreementSM, dated July 1, 2020 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement and amend and restate the Original Amendment as follows:

DB1/ 93123888.10 OPEN MARKET SALE AGREEMENTSM October 10, 2017 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen:
Open Market Sale Agreement • May 5th, 2020 • New York

Sierra Metals Inc. (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through each of Jefferies LLC, H.C. Wainwright & Co., LLC, Scotia Capital (USA) Inc. and Noble Capital Markets, Inc., as sales agent and/or, as provided in Section 3(a) and the last sentence of Section 3(b)(v), as principal (each, an “Agent” and collectively, the “Agents”), the Company’s common shares, no par value (the “Common Shares”), having an aggregate offering price of up to $55,000,000 but, in any event, comprising not more than 22,500,000 Common Shares, on the terms set forth in this agreement (this “Agreement”).

Up to $100,000,000
Open Market Sale Agreement • July 15th, 2021 • New York

This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

AMENDMENT NO. 2 TO THE OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • February 3rd, 2021 • Adma Biologics, Inc. • Biological products, (no disgnostic substances)

This Amendment No. 2 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by ADMA Biologics, Inc., a Delaware corporation (the “Company”), and Jefferies LLC as sales agent and/or principal (the “Agent”) that together are the parties to that certain Open Market Sale AgreementSM, dated August 5, 2020, as amended by Amendment No. 1 to the Open Market Sale AgreementSM, dated November 5, 2020 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:

AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • April 10th, 2024 • Fuelcell Energy Inc • Electrical industrial apparatus
OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • December 14th, 2020 • Postal Realty Trust, Inc. • Real estate investment trusts • New York

Postal Realty Trust, Inc., a Maryland corporation (the “Company”), and Postal Realty LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), propose, subject to the terms and conditions stated herein, to issue and sell from time to time through [BANK], as sales agent and/or principal (the “Agent”), shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).

AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • November 5th, 2020 • Concert Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (the “Agent”), that are parties to that certain Open Market Sale AgreementSM, dated March 1, 2019 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:

Up to $20,000,000 Common Stock
Open Market Sale Agreement • November 5th, 2020

We have entered into an amendment (the “Amendment”) dated November 5, 2020 to the Open Market Sale AgreementSM, dated August 5, 2020 (the “Original Sale Agreement,” and together with the Amendment, the “Sale Agreement”), with Jefferies LLC (“Jefferies”), relating to the sale of shares of our common stock, par value $0.0001 per share (the “common stock”), to increase the maximum aggregate offering price of the shares of common stock that we may issue and sell from time to time under the Sale Agreement from $50,000,000 to $70,000,000. This prospectus supplement only relates to the $20,000,000 of additional shares of common stock that we may issue and sell from time to time under the Sale Agreement as a result of this increase. As of the date of this prospectus supplement, we have offered and sold shares of our common stock having an aggregate market value of $22,447,376 under the Original Sale Agreement.

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AMENDMENT NO. 2 TO OPEN MARKET SALE AGREEMENT December 23, 2022
Open Market Sale Agreement • December 23rd, 2022 • Sangamo Therapeutics, Inc • Biological products, (no disgnostic substances)

This Amendment No. 2 (“Amendment No. 2”) amends that certain Open Market Sale AgreementSM, dated as of August 5, 2020, as amended by Amendment No. 1 (“Amendment No. 1”) to Open Market Sale AgreementSM, dated as of May 5, 2021 (the “Agreement”), by and between Sangamo Therapeutics, Inc. (the “Company”) and Jefferies LLC, as sales agent and/or principal (the “Agent”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.

AMENDMENT NO. 1 TO OPEN MARKET SALE AGREEMENT March 2, 2020
Open Market Sale Agreement • March 2nd, 2020 • Wave Life Sciences Ltd. • Pharmaceutical preparations

This Amendment No. 1 (“Amendment No. 1”) amends that certain Open Market Sale AgreementSM, dated as of May 10, 2019 (the “Agreement”), by and between Wave Life Sciences Ltd. (the “Company”) and Jefferies LLC, as sales agent and/or principal (the “Agent”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.

OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • November 27th, 2024 • Gyre Therapeutics, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • October 14th, 2020 • Vaxart, Inc. • Biological products, (no disgnostic substances) • New York
OPEN MARKET SALE AGREEMENT
Open Market Sale Agreement • August 8th, 2023 • Postal Realty Trust, Inc. • Real estate investment trusts

Reference is made to that certain Open Market Sale Agreement (the “Agreement”), dated as of November 4, 2022, by and between Postal Realty Trust, Inc. (the “Company”), Postal Realty LP (the “Operating Partnership”) and [BANK] (the “Sales Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

PROSPECTUS SUPPLEMENT
Open Market Sale Agreement • September 21st, 2021 • New York

We are a healthy food ingredient company. We leverage proprietary intellectual property, our technical expertise, and anend-to-end supply chain toward our mission of “Making the Food You Love a Healthier Choice™”.

AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • August 30th, 2024 • Compass Therapeutics, Inc. • Biological products, (no disgnostic substances)

This Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by Compass Therapeutics, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (the “Agent”), who are parties to that certain Open Market Sale AgreementSM, dated August 1, 2022 (the “Original Agreement”) relating to the offering of the Company’s Common Shares.

CORVUS PHARMACEUTICALS, INC. AMENDMENT NO. 1 TO OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • May 1st, 2024 • Corvus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Reference is made to the Open Market Sale AgreementSM, dated March 28, 2023 (the “Agreement”), by and between Corvus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (“Jefferies”). The Company and Jefferies (collectively, the “Parties”) wish to amend the Agreement, pursuant to Section 8(h) of the Agreement, to reduce the aggregate offering price under the Agreement (this “Amendment”). The Parties therefore hereby agree as follows:

AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • February 27th, 2023 • Vaxcyte, Inc. • Biological products, (no disgnostic substances)

This Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by Vaxcyte, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (“Agent”), that are parties to that certain Open Market Sale AgreementSM, dated July 1, 2021 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:

PROSPECTUS
Open Market Sale Agreement • December 27th, 2022

This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (“SEC”), using a “shelf” registration statement under the Securities Act. Under this shelf registration process, we may offer and sell shares of our common stock having an aggregate offering price of up to $80,000,000 from time to time under this prospectus at prices and on terms to be determined by market conditions at the time of the offering.

OPEN MARKET SALE AGREEMENT
Open Market Sale Agreement • August 30th, 2019 • Ardmore Shipping Corp • Deep sea foreign transportation of freight • New York
AMENDMENT NO. 2 TO THE OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • April 12th, 2024 • ASLAN Pharmaceuticals LTD • Pharmaceutical preparations

This Amendment No. 2 to the Open Market Sale AgreementSM (this “Amendment No. 2”) is entered into as of the date first written above by ASLAN Pharmaceuticals Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), and Jefferies LLC (“Agent”), which are parties to that certain Open Market Sale AgreementSM, dated October 9, 2020 (the “Original Agreement”), as amended on September 13, 2022 (the “Amendment No. 1” and collectively with the Original Agreement, the “Sale Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Sale Agreement. The parties, intending to be legally bound, hereby amend the Sale Agreement as follows:

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