Common use of Issuance and Sale of Shares Clause in Contracts

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, shares (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus relating to certain securities to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”), and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectus. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)), included in the Registration Statement, as it may be supplemented by any prospectus supplement, in the form in which such ATM Prospectus and/or prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares of (a) the Company’s 10.0% Series C Cumulative Preferred Shares, par value $0.001 per share (the “Placement Preferred Shares”) and (b) shares of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock” and together with the Common Stock, the “Placement Shares”), having an aggregate offering price of up to $14,000,000; ) provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of either Common Stock or Preferred Shares, as applicable, registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock or Preferred Shares, as applicable, (the least lesser of (a), (b), and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-[—]), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including instruction I.B.6 thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a one or more base prospectus prospectuses relating to certain securities securities, including the Placement Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, MLV shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds would (a) cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceed the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, made or (bc) exceed the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filewith the Commission, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form S-3S-3 (File No. 333-165979), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or Regulations and deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under of the Securities Act Regulations is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentMLV, as sales agent and/or principalfor the Company, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company or the offering of the Placement Shares to fail to satisfy the eligibility and transaction requirements for use of Form S-3 (including, if applicable, Instruction I.B.6 thereof), (b) exceeds the number of shares or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock under its charter, or (d) exceeds the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least of (a), (b), (c) or ), and (d), ) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) on February 24, 2014 although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesShares or other shares of Common Stock. MLV and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The Company has filed or will filewith the Commission, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-193832), including (i) a base prospectus (the “Base Prospectus”), relating to certain securities of the Company, including the Placement Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating pursuant to Rule 415 under the Placement Shares (the “ATM Prospectus”)Securities Act, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the Base Prospectus. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM ProspectusBase Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Base Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement have most recently been Supplement is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference thereintherein (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto thereto, or any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectus that, pursuant to Rule 433, is not required to be filed with the Commission) shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock Stock, or (c) would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3 (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-185739), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, MLV shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock” or the “Placement Shares”), having an aggregate offering price of up to $14,000,000; ) provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock (the least lesser of (a), (b), and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-[ ]), including (i) a base prospectus prospectus, relating to certain securities securities, including certain of the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplement, Statement in the form in which such ATM Prospectus and/or prospectus supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalFBR, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having up to an aggregate offering price of up to $14,000,000; 50,000,000, provided however, that in no event shall the Company issue or sell through FBR such number of Placement Shares that (a) would cause the Agent such Company to not satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number or dollar amount of Placement Shares that exceeds (a) the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, made or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent FBR will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Commission a “shelf registration statement” as defined under Rule 405 of the Securities and Exchange Commission Act Regulations, on Form S-3 (the “Commission”File No. 333-210792), a registration statement on Form S-3, including (i) a base prospectus prospectus, relating to certain securities to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Following the date that such registration statement is declared effective by the Commission, the Company will furnish to the AgentFBR, for use by the AgentFBR, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement (as defined below), relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusprospectus, as supplemented by the Prospectus Supplement, relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementfrom time to time, in the form in which such ATM prospectus and Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, is herein called the “Prospectus.” The Company will prepare a prospectus supplement to the prospectus included as part of the Registration Statement specifically relating to the Placement Shares (the “Prospectus Supplement”). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below)) to be filed by the Company with, and which will be declared effective by, the Securities and Exchange Commission (the “Commission”) prior to any such issuance and sale, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act Regulations), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-221169), including (i) a base prospectus prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement and included in the Prospectus (each as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus relating to certain securities the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this AgreementAgreement or the Alternative Sales Agreement (as defined below), on the terms and subject to the conditions set forth hereinherein or therein, it may issue and sell through Xxxxxxxxxx or to the Agentan Alternative Sales Agent (as defined below), acting as sales agent and/or principalagent, shares (the “Placement Shares”) of the Company’s Common 8.0% Series D Cumulative Preferred Stock, par value $0.001 0.01 per share (the “Common Preferred Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through Xxxxxxxxxx and the Alternative Sales Agent such number or dollar amount of Placement Shares that exceeds in the aggregate (a) exceeds the number value of shares or dollar amount of Common Preferred Stock registered on the effective Registration Statement (as defined below) registration statement pursuant to which the offering is being made, or (b) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common the Company’s Preferred Stock (the least lesser of (a), ) and (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Xxxxxxxxxx shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Xxxxxxxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesPreferred Stock. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (SEC File No. 333-169651), including (i) a base prospectus relating prospectus, with respect to certain securities to be issued from time to time by equity and other offerings, including the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Shares, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will prepare a prospectus supplement (the “Prospectus Supplement”) to the base prospectus to be included as part of such registration statement with respect to this offering of Shares by Xxxxxxxxxx and the Alternative Sales Agent pursuant to the Agreement and the Alternative Sales Agreement. The Company will furnish to the AgentXxxxxxxxxx, for use by the AgentXxxxxxxxxx, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by any Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such and also including any other registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities Act, is collectively, are herein called the “Registration Statement.,” The ATM Prospectusand the base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement have most recently been Supplement is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”). The Company has also entered into a separate At the Market Sales Agreement (the “Alternative Sales Agreement”), dated of even date herewith, with MLV & Co. LLC, formerly XxXxxxxx, Xxxxx & Vlak LLC (the “Alternative Sales Agent”) for sales of Shares pursuant to terms substantially similar to those set forth herein.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, shares (the “Placement Shares”) of common stock of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock issued and sold or to be issued and sold through the Agent pursuant to a Placement Notice and this Agreement, the “Placement Shares”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds would (a) exceed the number of shares or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares or dollar amount of Common Stock set forth in (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the ATM Prospectus (as defined belowCompany or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or shares or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of the Company’s authorized but unissued shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the least lesser of (a), (b), (c) or and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) on October 23, 2015, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-207359), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Exchange ActProspectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretostatement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)), and included in the Registration Statement, as it such base prospectus(es) may be supplemented supplemented, if necessary, by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus or prospectuses and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent and/or or principal, shares of common stock (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent Agents such number or dollar amount of Placement Shares that exceeds would (a) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (b) exceed the number or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (dc) exceed the number or dollar amount of the Company’s authorized but unissued shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance offer and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below)) filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 2, 2023, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Exchange ActProspectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statementstatement(s), and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus or base prospectuses, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented supplemented, if necessary, by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus or prospectuses and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval Systemsystem, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to fail to satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof in the event that such instruction becomes applicable to the Company during the term of this Agreement), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-185022), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.10 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock (the least lesser of (a), (b), and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed or will filewith the Commission, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form S-3S-3 (File No. 333-163292), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalFBR, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent FBR such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. Thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (bc) exceeds the number of authorized but unissued shares of the Common Stock, or (d) exceeds the number of shares or dollar amount of Common Stock set forth in for which the ATM Company has filed a Prospectus Supplement (as defined below), ) (cthe lesser of (a) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or through (d) the number of the Company’s authorized but unissued shares of Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent FBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Common Stock, including the Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-206782) (the “Current Registration Statement”), including (i) a base prospectus prospectus, relating to certain securities including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentFBR, for use by the AgentFBR, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; ) provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock (the least lesser of (a), (b), and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-170140), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the date hereof that is incorporated by reference into the Registration Statement. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-188344), including (i) a base prospectus prospectus, relating to certain securities the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, MLV shares (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 0.00000002 per share (the “Common Stock”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds would (a) cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceed the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, made or (bc) exceed the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed or will filewith the Commission, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “CommissionAct Regulations”), a registration statement on Form S-3S-3 (File No. 333-149807), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or Regulations and deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; ) provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including, if applicable, Instruction I.B.6 thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Common Stock (the least lesser of (a), (b), and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-183237), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference reference, to the extent provided for under Form S-3, documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder thereunder. The Company has prepared a prospectus supplement to the base prospectus to be included as part of such registration statement specifically relating to the Placement Shares (the “Exchange ActProspectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentJMP, acting as sales agent and/or principal, up to 5,000,000 shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”). The Company agrees that if JMP determines, having an aggregate offering price of up to $14,000,000; provided howeverand the Company agrees, that in no event shall JMP will purchase any Shares on a principal basis (other than as a “riskless principal”), then the Company issue will enter into a separate underwriting or sell through similar agreement in form and substance satisfactory to both the Agent Company and JMP covering such number or dollar amount of Placement Shares that exceeds (a) the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”)purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent JMP shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent JMP will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including S-3 (i) a base prospectus relating to certain securities to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”File No. 333-149475), and two pre-effective amendments thereto, including a base prospectus, with respect to the Shares, which registration statement, as amended by such pre-effective amendments, incorporates or will incorporate by reference documents that which the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). Such registration statement, as amended by such pre-effective amendments, has become effective under the Securities Act. The Company may file one or more additional registration statements from time to time that will contain a base prospectus with respect to the Shares. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of each registration statement containing a base prospectus relating to certain securities of the Company, including the Shares to be issued from time to time by the Company. The Company shall furnish to the AgentJMP, for use by the AgentJMP, copies of the ATM Prospectusprospectus included as part of each such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, each such registration statement, and any postas amended (including by such pre-effective amendment theretoamendments) when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and or deemed to be a part of each such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares 430B or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The ATM ProspectusEach base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with any Issuer Free Writing Prospectus (as defined in Section 21(b) below), if any, is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus Prospectus, or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, “EXXXXIDEA”). Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Free Writing Prospectus, as the case may be, and incorporated therein by reference. All references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to IDEA; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by JMP outside of the United States.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or Xx Xxxxx, acting as agent, up to the Agent, as sales agent and/or principal, $20,000,000 of shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent Xx Xxxxx such number or dollar amount of Placement Shares that exceeds (a) would cause the number Company to not satisfy the eligibility requirements for use of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 I.B.6. thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Xx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Xx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-139637), including (i) a base prospectus relating prospectus, with respect to certain securities to be issued from time to time by equity and other offerings, including the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Shares, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will prepare a prospectus supplement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentXx Xxxxx, for use by the AgentXx Xxxxx, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such and also including any other registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities Act, is collectively, are herein called the “Registration Statement.,” The ATM Prospectusand the base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (( collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common (a) 6.25% Series B Cumulative Convertible Preferred Stock, par value $0.001 0.01 per share with a liquidation preference of $25.00 per share and 7.625% Series C Cumulative Convertible Preferred Stock, par value $0.01 per share with a liquidation preference of $25.00 per share (collectively, the “Preferred Stock”), and (b) common stock, par value $0.01 per share (the “Common Stock,” and collectively with the Preferred Stock, the “Placement Shares”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that (i) would cause the Company not to satisfy the eligibility requirements for use of Form S-3, (ii) exceeds (a) the number of shares or dollar amount of either Common Stock or Preferred Stock, as applicable, registered on the effective Registration Statement and included in the Prospectus (each as defined below) pursuant to which the offering is offerings contemplated hereunder are being made, or (biii) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock or Preferred Stock, as applicable, (the least lesser of (ai), (b), ii) and (c) or (diii), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement filed by the Company and declared effective by the U.S. Securities and Exchange Commission (as defined belowthe “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) which includes a base prospectus (the “Base Prospectus”), relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company will furnish has prepared a prospectus supplement to the Agent, for use by Base Prospectus specifically relating to the Agent, copies of Placement Shares (the ATM Prospectus“Prospectus Supplement”). Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Base Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM the Base Prospectus and/or prospectus supplement Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, is herein called the “Prospectus.” The Company will furnish to MLV, for use by MLV, copies of the Prospectus. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Distribution Agent, as sales agent and/or principal, shares (the “"Placement Shares”") of the Company’s Common Stock's voting common stock, par value $0.001 0.01 per share (the “"Common Stock”), ") having an aggregate offering price of up to $14,000,000; 25,000,000, provided however, that in no event shall the Company issue or sell through the Distribution Agent such number or dollar amount of Placement Shares that exceeds (a) exceeds the number dollar value of shares or dollar amount of Common Stock Company securities registered on on, but not yet sold and issued under, the effective Registration Statement (as defined below) pursuant to which the offering of the Placement Shares is being made, or (b) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), ) and (b), (c) or (d), the “"Maximum Amount”"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Distribution Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Distribution Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “"Securities Act”"), with the Securities and Exchange Commission (the “"Commission”"), a registration statement on Form S-3S-3 (File No. 333-202963), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “"Exchange Act”"). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the "Prospectus Supplement"). The Company will furnish to the Distribution Agent, for use by the Distribution Agent, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “"Registration Statement.” " The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “"Prospectus.” " Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “"amend,” “" "amendment” " or “"supplement” " with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “"Incorporated Documents”"). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”"XXXXX").

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentCF&Co, acting as sales agent and/or principal, up to SEVEN MILLION FIVE HUNDRED THOUSAND (7,500,000) shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock” or “Shares”); provided, having an aggregate offering price of up to $14,000,000; provided however, that that, in no event shall the Company issue or sell through aggregate market value of the Agent such number or dollar amount of Placement Shares that exceeds (a) sold in an “at the number of shares or dollar amount of Common Stock registered on the effective Registration Statement market” offering (as defined in Section 3 below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”)exceed $69,750,000.00. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount and aggregate market value of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent CF&Co will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) filed by the Company to use and declared effective by the Registration Statement to issue any Placement SharesSecurities and Exchange Commission (the “Commission”). The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-106606), including (i) a base prospectus relating to certain securities to be issued from time to time by the Company and (ii) a prospectus specifically relating prospectus, with respect to the Placement Shares (the “ATM Prospectus”)Shares, and which incorporates or will incorporate by reference documents that which the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will furnish has prepared a prospectus supplement (the “Prospectus Supplement”) to the Agentbase prospectus included as part of such registration statement. The Company has furnished to CF&Co, for use by the AgentCF&Co, copies of one or more prospectuses included as part of such registration statement, as supplemented by the ATM ProspectusProspectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such and also including any other registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities Act, is collectively, are herein called the “Registration Statement.,” The ATM Prospectusand the base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM Prospectus and/or prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus Prospectus, or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having ) up to an aggregate offering price of up to $14,000,00015,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No.333-169689), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called Regulations (the “Prospectus.” ”). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalDistribution Agents, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent Distribution Agents such number or dollar amount of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number of authorized but unissued shares of Common Stock, or (c) exceeds the number of shares or dollar amount of Common Stock set forth in registered on the ATM Prospectus Supplement (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) or (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Distribution Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-203353), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentDistribution Agents, for use by the AgentDistribution Agents, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company proposes to issue and sell through the Agent, as its sales agent, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate gross sales price of up to U.S. $8,000,000 on the terms and subject to the conditions set forth in this Agreement. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, shares (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”)provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including under Instruction I.B.6. thereto, to the extent applicable), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement and included in the Prospectus (each as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-236353), including (i) a base prospectus relating to certain securities of the Company, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (collectively, the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, shares (the “Placement Shares”) of the Company’s Common 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 0.0001 per share and liquidation preference $25.00 per share (the “Common Preferred Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of Common Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, made or (b) exceeds the number of shares or dollar amount of Common Stock set forth in registered on the ATM Prospectus Supplement (as defined below), ) (c) the number or shares or dollar amount lesser of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicablea) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below)Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-217915), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will furnish has prepared a prospectus supplement to the Agent, for use by base prospectus included as part of such registration statement specifically relating to the Agent, copies of Placement Shares (the ATM Prospectus“Prospectus Supplement”). Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B430B of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (collectively, the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-184164), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalNSC, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having ) up to an aggregate offering price of up to $14,000,00010,000,000; provided however, that in no event shall the Company issue or sell through the Agent NSC such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock or (d) exceeds the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least of (a), (b), (c) or and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent NSC shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent NSC will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-206782), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentNSC, for use by the AgentNSC, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called Regulations (the “Prospectus.” ”). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or or principal, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number of shares or dollar amount of Common Stock set forth in registered on the ATM Prospectus Supplement (as defined below), ) or (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceeds the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-227466), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectusbase prospectus included as part of the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B430B of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement and included in the Prospectus (each as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus relating to certain securities the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalFBR, shares (the “Placement Shares”) of the Company’s Common (a) 6.25% Series B Cumulative Convertible Preferred Stock, par value $0.001 0.01 per share with a liquidation preference of $25.00 per share and 7.625% Series C Cumulative Convertible Preferred Stock, par value $0.01 per share with a liquidation preference of $25.00 per share (collectively, the “Preferred Stock”), and (b) common stock, par value $0.01 per share (the “Common Stock,” and collectively with the Preferred Stock, the “Placement Shares”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent FBR such number or dollar amount of Placement Shares that (i) would cause the Company not to satisfy the eligibility requirements for use of Form S-3, (ii) exceeds (a) the number of shares or dollar amount of either Common Stock or Preferred Stock, as applicable, registered on the effective Registration Statement and included in the Prospectus (each as defined below) pursuant to which the offering is offerings contemplated hereunder are being made, or (biii) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock or Preferred Stock, as applicable, (the least lesser of (ai), (b), ii) and (c) or (diii), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent FBR will be effected pursuant to the Registration Statement filed by the Company and declared effective by the U.S. Securities and Exchange Commission (as defined belowthe “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) which includes a base prospectus (the “Base Prospectus”), relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company will furnish has prepared a prospectus supplement to the Agent, for use by Base Prospectus specifically relating to the Agent, copies of Placement Shares (the ATM Prospectus“Prospectus Supplement”). Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Base Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM the Base Prospectus and/or prospectus supplement Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, is herein called the “Prospectus.” The Company will furnish to FBR, for use by FBR, copies of the Prospectus. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentCF&Co, acting as sales agent and/or principal, the Common Shares and up to 1,000,000 shares (the “Placement Series A Preferred Shares”) of the Company’s Common 8.125% Series A Cumulative Redeemable Preferred Stock, par value $0.001 0.01 per share (the “Common Series A Preferred Stock”), having an aggregate offering price of and up to $14,000,000; provided however1,000,000 shares (the “Series B Preferred Shares,” together with the Series A Preferred Shares and the Common Shares, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a“Shares”) the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock 8.375% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the least of (a), (b), (c) or (d)“Series B Preferred Stock,” together with the Series A Preferred Stock, the “Maximum AmountPreferred Stock”). The Preferred Stock together with Common Stock is referred to herein as the “Stock”. The Company agrees that whenever it determines to sell the Shares directly to CF&Co as principal, it will enter into a separate terms agreement (each, a “Terms Agreement”) in form and substance satisfactory to the Company and CF&Co relating to such sale in accordance with Section 3 of this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement the Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a shelf registration statement on Form S-3S-3 (File No. 333-171408), including (i) a base prospectus dated February 14, 2011, relating to certain securities securities, including the Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will furnish has prepared prospectus supplements specifically relating to the AgentShares (the “Prospectus Supplements”) to the base prospectus included as part of such registration statement. The Company has furnished to CF&Co, for use by the AgentCF&Co, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplements, relating to the Shares. Except where the context otherwise requires, such registration statement, on each date and time that such registration statement and any post-effective amendment theretothereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplements, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplements have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (“Issuer Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its either the Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, collectively “EXXXXIDEA”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalB. Xxxxx FBR, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent B. Xxxxx FBR such number or dollar amount of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number of shares or dollar amount of Common Stock set forth in registered on the ATM Prospectus (as defined below), Supplement or (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceeds the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent B. Xxxxx FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent B. Xxxxx FBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus relating to certain securities the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentB. Xxxxx FBR, for use by the AgentB. Xxxxx FBR, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalAgents, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent Agents such number or dollar amount of Placement Shares that exceeds (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement and included in the Prospectus (each as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-205128), including (i) a base prospectus relating to certain securities of the Company, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalNSC, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having ) up to an aggregate offering price of up to $14,000,0002,000,000; provided however, that in no event shall the Company issue or sell through the Agent NSC such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock or (d) exceeds the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined below) (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent NSC shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent NSC will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (Commission, with respect to sales of Placement Shares prior to the “Commission”)effectiveness of the registration statement to be initially filed on or prior to November 5, 2016, a registration statement on Form S-3S-3 (File No. 333-191869), and, with respect to sales of Placement Shares on or after the effectiveness of the registration statement to be initially filed on or prior to November 5, 2016, the registration statement on Form S-3 to be initially filed on or prior to November 5, 2016, including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company will prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentNSC, for use by the AgentNSC, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called Regulations (the “Prospectus.” ”). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, shares (the “Placement Shares”) of common stock of the Company’s Common Stock, $0.001 par value $0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $14,000,000; provided 35,000,000, provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of Placement Shares that exceeds (a) the number of shares or dollar amount of Common Stock registered on that may be sold pursuant to the effective Registration Statement (as defined below) pursuant to which the offering is being made), or (b) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock of the Company (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the least of Company or otherwise reserved from the Company’s authorized capital stock) (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the or to Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-257670, including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B430B of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with any then issued Issuer Free Writing Prospectus (defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-178756), including (i) a base prospectus relating to certain securities the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentCowen, acting as sales agent and/or principal, ordinary shares (the “Placement Shares”) in the capital of the Company’s Common Stock, par with nominal value $0.001 €0.12 per share (the “Common StockOrdinary Shares”), having an aggregate offering price of up to $14,000,000; provided provided, however, that in no event shall the Company issue or sell through the Agent or to Cowen such number or dollar amount of Placement Ordinary Shares that exceeds would exceed (a) the number of shares or dollar amount of Common Stock authorized but unissued Ordinary Shares registered on under the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares authorized but unissued Ordinary Shares (less Ordinary Shares issuable upon exercise, conversion or dollar amount exchange of Common Stock set forth in any outstanding securities of the ATM Prospectus (as defined belowCompany or otherwise reserved from the Company’s authorized share capital), (c) the number or shares or dollar amount of Common Stock Ordinary Shares permitted to be sold under a registration statement on Form S-3 F-3 or S-3, as applicable (including General Instruction I.B.5 and I.B.6 thereof, respectively, if applicable) ), or (d) the number or dollar amount of Ordinary Shares for which the Company’s authorized but unissued shares of Common Stock Company has filed a Prospectus (as defined below) (the least lesser of (a), (b), (c) or and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Cowen will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Ordinary Shares. The Company has filed or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3F-3, including (i) a base prospectus prospectus, relating to certain securities securities, including the Ordinary Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company will has prepared a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”) included as part of such registration statement. The Company shall furnish to the AgentCowen, for use by the AgentCowen, copies of the ATM ProspectusProspectus (as defined below). The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and including any post-effective amendment thereto, as amended, when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B430B or 462(b) of the Securities Act, or and any subsequent registration statement on Form F-3 or S-3 filed pursuant to Rule 415(a)(6) under the Securities Act Act, or any post-effective amendment to such registration statement, by the Company to cover any register the offer and sale of the Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The ATM ProspectusProspectus or any additional prospectus or prospectus supplement with respect to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)), included in the Registration Statementreference, as it may be supplemented supplemented, if necessary, by any a prospectus supplement, in the form in which such ATM Prospectus prospectuses and/or prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with the base prospectus contained in the Registration Statement and any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) (such free writing prospectus, a “Permitted Free Writing Prospectus”), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, the ATM Prospectus, Permitted Free Writing Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus, the ATM Prospectus, Permitted Free Writing Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.012 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) if at any time General Instruction I.B.6 of Form S-3 is applicable, would cause the Company to exceed the limitations set forth therein, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-193557), including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including instruction I.B.6 thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus relating to certain securities securities, including the Placement Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having up to an aggregate offering price of up to $14,000,000; provided 50,000,000, provided, however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, made or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company and to be declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will shall file, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus relating to certain securities to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Shares, and which incorporates or will incorporate by reference reference, to the extent provided for under Form S-3, documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”), and the rules and regulations thereunder. The Following the date that such registration statement is declared effective by the Commission, the Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementfrom time to time, in the form in which such ATM Prospectus and/or prospectus or any prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentCF&Co, acting as sales agent and/or principal, up to a total of $50,000,0000 of shares (the “Placement Shares”) of the Company’s Common Stock7.00% Series D Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), par value $0.001 per share (the “Common Preferred Stock”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent or to CF&Co such number or dollar amount of Placement Shares that exceeds would (a) exceed the number of shares or dollar amount of Common shares of Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, made or (b) exceed the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Preferred Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent CF&Co shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company agrees that whenever it determines to sell Shares directly to CF&Co. as principal, it will enter into a separate written agreement in form and substance satisfactory to both the Company and CF&Co. containing the terms and conditions of such sale. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-208953), which was declared effective by the Commission on February 1, 2016, including (i) a base prospectus prospectus, relating to certain securities securities, including the shares of Preferred Stock to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentCF&Co, for use by the AgentCF&Co, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, on each date and time that such registration statement and any post-effective amendment theretothereto became or becomes effective, including all schedules and documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Item 12 of Form S-3 filed pursuant to or Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.,” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the “new effective date” of the Registration Statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein herein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” The Company may file one or more additional registration statements, including pursuant to Rule 462(b) of the Securities Act (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Shares. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principal, MLV shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock” or the “Placement Shares”), having an aggregate offering price of up to $14,000,000; ) provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock (the least lesser of (a), (b), and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-198051), including (i) a base prospectus prospectus, relating to certain securities securities, including certain of the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActRegulations, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplement, Statement in the form in which such ATM Prospectus and/or prospectus supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent and/or or principal, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent Agents such number or dollar amount of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number of shares or dollar amount of Common Stock set forth in registered on the ATM Prospectus (as defined below), Supplement or (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceeds the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (333-249901), including (i) a base prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, 430B of the Securities Act or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(bShares, as a result of the end of the three-year period described in Rule 415(a)(5) under of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock that are not reserved for other purposes (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus relating to certain securities the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare one or more prospectus supplements to the prospectus included as part of such registration statement specifically relating to the Placement Shares (each, a “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, if at all, by any Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementProspectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as sales agent and/or principal, up to 10,000,000 shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least of (a), (b), (c) or (d), the “Maximum AmountShares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filealso entered into sales agreements on terms substantially similar to this Agreement dated as of even date hereof with each of Barclays Capital, Inc. (“Barclays”), BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”), Cantor Xxxxxxxxxx & Co. (“CF&Co”), and BMO Capital Markets Corp. (“BMO”) (the “February 2016 Sales Agreements”). The aggregate number of Common Shares that may be sold pursuant to this Agreement and the February 2016 Sales Agreements shall not exceed 10,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a ) an automatic shelf registration statement on Form S-3S-3 (File No. 333-194037), including (i) a base prospectus prospectus, relating to certain securities securities, including the Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and any post-as declared effective amendment theretoby the Commission, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, 430B or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (a “Free Writing Prospectus”), as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the its Interactive Data Electronic Application system when used by the Commission Applications System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentMLV, acting as sales agent and/or principalagent, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; ) provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of the Company’s Common Stock (the least lesser of (a), (b), and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Securities and Exchange Commission (as defined belowthe “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement SharesCommon Stock or Preferred Stock. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-155371), including (i) a base prospectus prospectus, relating to certain securities to be issued from time to time by including the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Shares, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company will prepare a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement relating to the Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B430B of the Securities Act Regulations, or and also including any subsequent other registration statement on Form S-3 related to the Shares filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities Act), is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the Issuer Free Writing Prospectus(es) listed on Schedule 4 hereto, if any, as of the date of the sale of the applicable Shares as such schedule may be modified and supplemented from time to time by the express written consent of the Company and MLV, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the any Prospectus Supplement, Prospectus or any amendment or supplement thereto Free Writing Prospectus shall be deemed to refer to and include the documents documents, if any, incorporated by reference thereintherein (the “Incorporated Documents”), and any including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, any Prospectus Supplement, the Prospectus or the any Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Free Writing Prospectus, as the case may be, deemed to be incorporated therein by reference therein (the “Incorporated Documents”)reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, acting as sales agent and/or principal, up to 10,000,000 shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least of (a), (b), (c) or (d), the “Maximum AmountShares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below)) filed by the Company and automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filealso entered into sales agreements on terms substantially similar to this Agreement dated as of even date hereof with each of Barclays Capital, Inc. (“Barclays”), Cantor Xxxxxxxxxx & Co. (“CF&Co”), Credit Agricole Securities (USA) Inc. (“Credit Agricole”), and BMO Capital Markets Corp. (“BMO”) (the “February 2016 Sales Agreements”). The aggregate number of Common Shares that may be sold pursuant to this Agreement and the February 2016 Sales Agreements shall not exceed 10,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a ) an automatic shelf registration statement on Form S-3S-3 (File No. 333-194037), including (i) a base prospectus prospectus, relating to certain securities securities, including the Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and any post-as declared effective amendment theretoby the Commission, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, 430B or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (a “Free Writing Prospectus”), as defined in Rule 433 of the Securities Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”)therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the its Interactive Data Electronic Application system when used by the Commission Applications System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or or principal, shares of common stock (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 0.01 per share (the “Common Stock”); provided, having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through or to the Agent such number or dollar amount of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the least Company or otherwise reserved from the Company’s authorized capital stock) or (b) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below) (the lesser of (a), (b), (c) or (d), b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a an “automatic shelf registration statement on Form S-3statement” as defined under Rule 405, including (i) a base prospectus prospectus, relating to certain securities securities, including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B430B of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under the Securities ActShares, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-197507), including (i) a base prospectus prospectus, relating to certain securities the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the offering of the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the offering of the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or BRFBR, up to the Agent, as sales agent and/or principal, $75,000,000 shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.01 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that exceeds (a) the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least of (a), (b), (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent BRFBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Sharessell securities. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), ) a registration statement on Form S-3S-3 (No. 333-215389), including (i) a base prospectus relating to certain securities to be issued from time to time by the Company and (ii) a prospectus specifically prospectus, relating to the Placement Shares (the “ATM Prospectus”), and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ActAct Regulations”). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Shares to the ATM Prospectus. The Company will furnish to the AgentBRFBR, for use by the AgentBRFBR, copies of the ATM Prospectus, as supplemented by any prospectus supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment theretoas amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under 430B of the Securities Act Regulations, as well as any comparable successor registration statement filed by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under for the Securities Actsale of its Common Stock, including the Shares, collectively, is herein called the “Registration Statement.,” The and the ATM Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g))reference, included in the Registration Statement, as it may be supplemented by any prospectus supplement, in the form in which such ATM Prospectus prospectus and/or prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with any then issued Issuer Free Writing Prospectus, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the ATM Prospectus, any prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission System (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the AgentAgents, as sales agent and/or or principal, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent Agents such number or dollar amount of Placement Shares that exceeds (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number of shares or dollar amount of Common Stock set forth in registered on the ATM Prospectus (as defined below), Supplement or (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceeds the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties Parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (333-249901), including (i) a base prospectus relating to certain securities including the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentAgents, for use by the AgentAgents, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, 430B of the Securities Act or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(bShares, as a result of the end of the three-year period described in Rule 415(a)(5) under of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalMLV, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent MLV such number or dollar amount of Placement Shares that exceeds (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement and included in the Prospectus (each as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including (i) a base prospectus relating to certain securities the Placement Shares to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentMLV, for use by the AgentMLV, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalFBR, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $14,000,000; provided however, that in no event shall the Company issue or sell through the Agent FBR such number or dollar amount of Placement Shares that exceeds (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including instruction I.B.6 thereof), (b) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent FBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-200176), including (i) a base prospectus relating to certain securities securities, including the Placement Shares, to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the AgentFBR, for use by the AgentFBR, copies of the ATM Prospectusprospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusprospectus relating to the Placement Shares, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)) of the Securities Act), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent and/or principalFBR, shares (the “Placement Shares”) of the Company’s Common Stockcommon stock, par value $0.001 0.00001 per share (the “Common Stock”), having ) up to an aggregate offering price of up to $14,000,00017,000,000; provided however, that in no event shall the Company issue or sell through FBR such number of Placement Shares that (a) would cause the Agent such Company to not satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number or dollar amount of Placement Shares that exceeds (a) the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, made or (bc) exceeds the number of shares or dollar amount of Common Stock set forth in the ATM Prospectus (as defined below), (c) the number or shares or dollar amount of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number of the Company’s authorized but unissued shares of Common Stock (the least lesser of (a), (b), ) and (c) or (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent FBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will filefiled, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3S-3 (File No. 333-209315), including (i) a base prospectus prospectus, relating to certain securities to be issued from time to time by the Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”)Company, and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder thereunder. The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Exchange ActProspectus Supplement”). The Company will furnish to the AgentFBR, for use by the AgentFBR, copies of the ATM Prospectusbase prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed pursuant to 462(b) under 430B of the Securities Act, is herein called the “Registration Statement.” The ATM Prospectusbase prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act Regulations (as qualified by Rule 430B(g)) of the Securities Act Regulations), included in the Registration Statement, as it may be supplemented by any prospectus supplementthe Prospectus Supplement, in the form in which such ATM base prospectus and/or Prospectus and/or prospectus supplement Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXXXXXXX”).